UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2017
RIGHTSIDE GROUP, LTD.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36262 | 32-0415537 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
| 5808 Lake Washington Blvd. NE, Suite 300 Kirkland, Washington |
98033 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (425) 298-2500
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 8.01. | Other Events. |
As previously announced, on June 13, 2017, Rightside Group, Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Donuts Inc. (“Parent”) and DTS Sub Inc. (“Purchaser”). Subject to the terms and conditions set forth in the Merger Agreement, Purchaser commenced a cash tender offer (the “Offer”) to acquire all of the shares of the Company’s common stock (the “Shares”) for a purchase price of $10.60 per Share in cash, without interest (the “Offer Price”).
The Offer expired as scheduled at 12:00 midnight, New York City time, on July 26, 2017 (one minute after 11:59 p.m., New York City time, on July 26, 2017) and was not extended. Purchaser and Parent announced that 17,740,054 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 92.0% of the issued and outstanding Shares.
Parent and Purchaser announced that the number of Shares validly tendered and not validly withdrawn pursuant to the Offer (excluding Shares delivered pursuant to notices of guaranteed delivery) satisfies the condition that there have been validly tendered and not withdrawn from the Offer a number of Shares that, together with any Shares owned by Parent and Purchaser, if any, represents a majority of the Shares (calculated on a fully diluted basis in accordance with the Merger Agreement) issued and outstanding. Parent and Purchaser announced that all conditions to the Offer had been satisfied, and Purchaser has accepted for payment and will promptly pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (including all Shares delivered pursuant to notices of guaranteed delivery).
Following the consummation of the Offer, Parent and Purchaser intend to effect the merger in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), pursuant to which Purchaser will be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent. At the effective time of the merger, each Share issued and outstanding immediately prior to such effective time (other than (i) treasury shares, (ii) Shares held by Parent, Purchaser or any wholly-owned subsidiary of Parent, (iii) Shares held by the Company or any subsidiaries of the Company, and (iv) Shares owned by Company stockholders who have properly preserved their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any applicable tax withholding.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Joint Press Release, dated July 27, 2017, entitled “Donuts Completes Successful Tender Offer for Shares of Rightside” | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 27, 2017 | RIGHTSIDE GROUP, LTD. | |||||
| By: | /s/ Taryn J. Naidu | |||||
| Taryn J. Naidu | ||||||
| Chief Executive Officer | ||||||
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INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Joint Press Release, dated July 27, 2017, entitled “Donuts Completes Successful Tender Offer for Shares of Rightside” | |
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Exhibit 99.1
Donuts Completes Successful Tender Offer for Shares of Rightside
KIRKLAND, Wash., July 27, 2017 – Rightside Group, Ltd. (NASDAQ:NAME) (“Rightside”) and Donuts Inc. (“Donuts”) today announced that DTS Sub Inc. (“Purchaser”), a wholly owned subsidiary of Donuts, has successfully completed its tender offer to purchase all of the outstanding shares of common stock of Rightside, at a price of $10.60 per share, net to the holder in cash, without interest, less any applicable withholding taxes. The tender offer expired as scheduled at 12:00 midnight, New York City time, on July 26, 2017 (one minute after 11:59 p.m., New York City time, on July 26, 2017).
As of the expiration of the tender offer, approximately 17,740,054 shares of Rightside common stock, representing 92% of Rightside’s outstanding shares, were validly tendered and not validly withdrawn pursuant to the tender offer. As a result, Purchaser has accepted for payment and will promptly pay for all validly tendered Rightside shares (and any additional shares tendered pursuant to guaranteed delivery procedures unless actual delivery does not occur), in accordance with the terms of the tender offer.
Purchaser intends to complete the merger prior to the opening of trading on the NASDAQ Global Select Market on July 28, 2017 in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, each share of common stock of Rightside not tendered in the tender offer (other than (i) treasury shares, (ii) shares held by Donuts, Purchaser or any wholly owned subsidiary of Donuts, (iii) shares held by Rightside or any subsidiaries of Rightside, and (iv) shares owned by Rightside stockholders who have properly preserved their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive an amount in cash equal to $10.60 per share, subject to any applicable tax withholding.
As a result of the tender offer and the merger, Rightside will become a wholly-owned subsidiary of Donuts and Rightside’s common stock will cease trading on the NASDAQ Global Select Market.
About Rightside
Rightside inspires and delivers new possibilities for consumers and businesses to define and present themselves online. The company, with its affiliates, is a leading provider of domain name services, offering one of the industry’s most comprehensive platforms for the discovery, registration, usage and monetization of domain names. In addition to being a new gTLD registry operator, Rightside is home to one of the most admired registrar brands in the industry, Name.com. Headquartered in Kirkland, WA, Rightside has offices in North America and Europe. For more information please visit www.Rightside.co.
About Donuts
Donuts is a leading domain name registry for new top-level Internet domain extensions. Donuts offers businesses, individuals and organizations new ways to brand and unify their online identities, in multiple languages and character sets. Donuts is headquartered in Bellevue, Washington. For more information, please visit www.donuts.domains.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements concerning the timing of payment for the tender offer and the completion of the merger and statements containing words such as may, believe, anticipate, expect, intend, plan, project, and estimate or similar expressions constitute forward-looking statements. Risks that may
affect such forward-looking statements include those relating to the timing and the completion of the financing related to the tender offer and the merger and actions taken by third parties, including financing sources and regulatory bodies, and additional information about potential risk factors that could affect the timing of the payment of the tender offer and completion of the merger are contained in Rightside’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the Securities and Exchange Commission (the “SEC”) and other SEC filings. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. The parties do not intend to revise or update the information set forth in this press release, except as required by law, and may not provide this type of information in the future.
Rightside Investor Contacts:
The Blueshirt Group
Allise Furlani, 212-331-8433, allise@blueshirtgroup.rocks
Brinlea Johnson, 212-331-8424, brinlea@blueshirtgroup.rocks
Donuts Media Contact:
Judith McGarry, Donuts
415-971-2900
judith@donuts.email
Information Agent:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders call toll-free from the U.S. and Canada: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833