Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 JOINT PRESS RELEASE - WEB.COM GROUP, INC. | a991jointpressrelease.htm |
| EX-99.7 - EXHIBIT 99.7 EMAIL TO VENDORS - WEB.COM GROUP, INC. | a997emltovendorsdatedjune2.htm |
| EX-99.5 - EXHIBIT 99.5 EMAIL TO EMPLOYEES - WEB.COM GROUP, INC. | a995emltoemployeesdatedjun.htm |
| EX-99.4 - EXHIBIT 99.4 FAQ'S VENDORS - WEB.COM GROUP, INC. | a994frequentlyaskedquestio.htm |
| EX-99.3 - EXHIBIT 99.3 FAQ'S CUSTOMERS - WEB.COM GROUP, INC. | a993frequentlyaskedquestio.htm |
| EX-99.2 - EXHIBIT 99.2 FAQ'S EMPLOYEES - WEB.COM GROUP, INC. | a992frequentlyaskedquestio.htm |
| EX-3.1 - EXHIBIT 3.1 AMENDED BYLAWS - WEB.COM GROUP, INC. | a31bylawsasamendedandresta.htm |
| EX-2.1 - EXHIBIT 2.1 MERGER AGREEMENT - WEB.COM GROUP, INC. | a21agreementandplanofmerger.htm |
| 8-K - 8-K 06.21.2018 - WEB.COM GROUP, INC. | form8-k06212018.htm |
Announcing a Company Milestone
[Date]
Dear [Key Customer Name] -
It is my pleasure to let you know that on June 21st Web.com announced it has agreed to be acquired by an affiliate of a leading private equity firm, Siris Capital Group, LLC. The details of the transaction be found in the attached copy of our press release.
We expect the transaction will close in the fourth quarter of 2018, subject to the customary closing conditions and approvals as described in the press release. If the transaction closes as planned, Siris will acquire all Web.com stock at $25.00 per share for a total enterprise value of approximately $2 billion. At that time, Web.com will no longer be a public company traded on the NASDAQ stock exchange. Instead, we will become a private company owned by an affiliate of Siris Capital.
After a thorough evaluation process, our board of directors viewed Siris’ proposal as a compelling transaction that will provide shareholders with immediate and substantial cash value while continuing to support our focus on customer success. Importantly, we believe private ownership by a supportive and value-add partner would allow us to devote 100% of our time and attention to delivering valuable and innovative products and outstanding service to customers.
The investment Siris plans to make in Web.com is a strong endorsement of our commitment to [web development and franchisee marketing services], including the quality and breadth of our product portfolio, our strategic positioning, and most importantly, our deep commitment to our customers. With Siris’ investment—and guidance—we can further refine and accelerate our strategy and deliver even more value to our customers now and in the future.
As we work to complete this transaction, I want you to know your business and interactions with Web.com will remain “business as usual.” We do not expect any disruption in service as a result of the transaction. Customers should expect the same high level of service to which they have grown accustomed.
Your points of contact will remain the same, and during this period, we will keep communication lines open and will do our best to ensure that all relationships and active projects continue as expected.
As always, if you have any questions or wish to discuss this matter further, please feel free to contact [INSERT / me personally at XXX-XXX-XXXX].
You [and your company] have been, and remain, a valued and important customer to us. Thank you for your business.
Sincerely,
[NAME]
[TITLE]
CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS
This communication contains "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and these include statements using the words such as will and expected, and similar statements. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of Web.com. Risks and uncertainties include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect Web.com’s business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Web.com, and the receipt of certain governmental and regulatory approvals, (iii) the failure of Parker Private Holdings II, LLC and Parker Merger Sub, Inc. to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (v) the effect of the announcement or pendency of the transaction on Web.com’s business relationships, operating results, and business generally, (vi) risks that the proposed transaction disrupts current plans and operations of Web.com and potential difficulties in Web.com employee retention as a result of the transaction, (vii) risks related to diverting management’s attention from Web.com’s ongoing business operations, and (viii) the outcome of any legal proceedings that may be instituted against Web.com or Parker Private Holdings II, LLC or Parker Merger Sub, Inc. related to the merger agreement or the transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Web.com described in the “Risk Factors” section of Web.com’s Annual Report on Form 10-K for the year ended December 31, 2017, and in Web.com’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on February 23, 2018, and May 4, 2018, respectively, and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at www.sec.gov and https://ir.web.com/financial-information/sec-filings Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Web.com assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Web.com does not give any assurance that it will achieve its expectations.
IMPORTANT INFORMATION AND WHERE YOU CAN FIND IT
In connection with the proposed transaction, Web.com intends to file with the SEC a proxy statement (the “proxy statement”) and mail the proxy statement to its stockholders. INVESTORS AND SECURITY HOLDERS OF WEB.COM ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WEB.COM, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement and other documents (when available) that Web.com files with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Web.com will be available free of charge on Web.com’s investor relations website at https://ir.web.com/financial-information/sec-filings or by contacting Web.com’s Investor Relations Department at Ira.Berger@web.com.
PARTICIPANTS IN THE SOLICITATION
Web.com and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Web.com in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above when it is filed with the SEC. Additional information regarding Web.com’s directors and executive officers is also included in Web.com’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2018. These documents are available free of charge as described above.
NO OFFER OR SOLICITATION
This communication is neither an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
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