Squarespace, Inc. (NYSE: SQSP) and Permira have amended their merger agreement, increasing the offer price to $46.50 per share in cash, valuing the transaction at approximately $7.2 billion. This revised offer is a 5.7% increase from the previous $44.00 per share and represents a 36.4% premium over Squarespace's 90-day volume-weighted average trading price of $34.09, and a 21.8% premium over its 52-week high of $38.19 as of May 10, 2024.
The transaction, structured as a tender offer, requires a majority of unaffiliated stockholders to tender their shares. The amendment was unanimously approved by a Special Committee of independent directors and the full Squarespace Board. All existing rolling shareholders have agreed to the revised offer price.
Michael Fleisher, Chairman of the Special Committee, emphasized that the revised terms maximize value and certainty for unaffiliated stockholders, resulting from a deliberate and thoughtful process. David Erlong, Partner at Permira, highlighted that the unanimous approval by Squarespace's Special Committee and Board allows stockholders to capture immediate and certain value by tendering their shares.
Upon completion, Squarespace will become a privately-held company, and its common stock will no longer be publicly listed. The full terms and conditions of the tender offer will be detailed in documents filed with the Securities and Exchange Commission (SEC). Stockholders can contact Okapi Partners for more information.
The special meeting of Squarespace stockholders scheduled for September 20, 2024, has been canceled. J.P. Morgan and Skadden, Arps, Slate, Meagher & Flom LLP are advising Squarespace, while Centerview Partners LLC and Richards, Layton & Finger are advising the Special Committee. Permira is advised by Goldman Sachs & Co LLC, Latham & Watkins LLP, and Fried, Frank, Harris, Shriver & Jacobson LLP, with Blackstone Credit & Insurance, Blue Owl Capital, and Ares Capital Corp arranging debt financing.
The communication includes forward-looking statements subject to risks and uncertainties, such as the completion of the transaction, financing arrangements, potential litigation, and business disruptions. Investors are urged to read the tender offer statement on Schedule TO and the Solicitation/Recommendation Statement on Schedule 14D-9, which will be filed with the SEC.
Squarespace is a design-driven platform empowering entrepreneurs globally, while Permira is a global investment firm with a strong track record in internet, software, and SMB-enablement solutions. For more information, visit their respective websites.
