XO Group Inc. (NYSE :XOXO ), the operator of The Knot, a leading digital marketplace connecting engaged couples with wedding professionals, today announced that it has signed a definitive agreement whereby XO Group will become a privately held company and merge with WeddingWire, Inc. in a transaction valued at $933 million. Under the terms of the agreement, XO Group shareholders will receive $35.00 per share in cash, representing a 44% premium to XO Group's 12-month average closing price and a 27% premium to XO Group's closing price as of Monday, September 24, 2018. XO Group's Board of Directors has unanimously approved the transaction, which is expected to close in the first half of 2019. Upon closing, the combined company will be owned by the Permira Funds and Spectrum Equity, who are current investors in WeddingWire.
The combined company will maintain both brands, The Knot and WeddingWire, as separate consumer products so that couples can continue to enjoy both offerings, while delivering enhanced value to wedding professionals and partners across the globe. Following closing, XO Group CEO Mike Steib and WeddingWire CEO Tim Chi will serve as co-CEOs of the combined company.
"This is a proud day for XO, a tribute to the dedication of the amazing people at this company, a terrific outcome for our stockholders, and another positive step towards our mission of serving the couples and wedding pros we love," said Mike Steib, XO Group CEO.
"Eleven years ago, we started WeddingWire with a deep commitment to help engaged couples plan the most important day of their lives," said Tim Chi, co-founder and CEO, WeddingWire. "This is a tremendous opportunity to further our commitment by accelerating innovation and creating the best wedding planning experience - benefitting engaged couples, wedding professionals, our employees and the global wedding industry."
Michael Zeisser, XO Group's Chairman, commented, "After a thorough assessment, the XO Board has unanimously determined that this transaction is a compelling outcome for our employees, customers, and stockholders. For our stockholders, and in accordance with the board's stated commitment to delivering shareholder value, it recognizes the worth of XO Group's strong franchise and delivers compelling, all-cash consideration."
The two companies have over 1,700 employees and serve engaged couples and wedding professionals in 15 countries across North America, Europe, Latin America, and Asia through global wedding brands The Knot, WeddingWire, Bodas.net, Matrimonio.com, WeddingWire.in and more. As a unified company, it will be better positioned to provide consumer offerings focused on the highly competitive $250 billion global wedding industry across both of its primary brands, WeddingWire and The Knot. The companies will build upon their more than four decades of combined expertise to redefine the category and continue to transform both the consumer and vendor experiences for the better. Together, engaged couples around the world will gain access to richer content, inspiration, registry services, and planning tools. Vendors, retailers, and national brands will benefit from enhanced advertising and marketing reach to the expansive global wedding audience, as well as industry-leading tools and analytics to help grow their businesses.
Key strategic benefits of the merger include:
- Broader offerings. The expansive complementary networks and diversified features of the combined organization will strengthen the company's ability to serve engaged couples, wedding vendors, and retailers across 15 countries.
- Accelerated innovation. The collaboration in research and technology will help to streamline development and better address the evolving needs of engaged couples and wedding vendors in the wedding industry.
- Enhanced financial flexibility and strength. The merger will allow the combined company to pursue growth opportunities while continuing to invest in its current business.
- Talent opportunities. The companies employ some of the industry's most talented teams and the global scale of the future combined company will represent worldwide opportunities for career development and growth.
The combined company will also include XO Group's leading life stage websites The Nest, The Bump, Gigmasters, How He Asked, and Lasting.
Transaction Details
Under the agreement, XO Group shareholders will receive $35 in cash for each share of XO Group upon consummation of the transaction. The transaction price represents a premium of 27% to XO Group's closing price on September 24, 2018 and a premium of 44% to the 12 month average closing price, and exceeds the highest closing price in XO Group's 19-year history as a public company. The Permira Funds and Spectrum Equity – current lead investors in WeddingWire – will finance the transaction. 3 The transaction is expected to close in the first half of 2019 and is subject to the satisfaction of customary closing conditions, including the expiration of the required regulatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the approval of XO Group's shareholders.
