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Shutterfly Agrees to USD 2.7bn Apollo Global Buyout
Tuesday 11 June 2019

11 June 2019 - US-based image publishing services company Shutterfly, Inc. (NASDAQ: SFLY) has entered into a definitive agreement with affiliates of certain funds managed by affiliates of alternative investment manager Apollo Global Management, LLC (NYSE: APO) under which the Apollo Funds will acquire all the outstanding shares of Shutterfly for USD 51.00 per share in cash, or enterprise value of approximately USD 2.7bn, the company said.
The USD 51.00 per share cash consideration represents a premium of 31% when compared to Shutterfly's unaffected closing stock price of USD 38.91 on April 23, 2019, the last trading day before a media report was published speculating that Apollo Funds were considering a bid for the company.
The Shutterfly board of directors unanimously approved the agreement with the Apollo Funds and recommends that Shutterfly stockholders vote in favour of the transaction.
Shutterfly has appointed Ryan O'Hara as its president and chief executive officer, effective June 24, 2019.
The transaction is expected to close by early 4Q19. The transaction is subject to customary closing conditions, including approval by Shutterfly stockholders and receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Upon completion of the transaction, Shutterfly will become a privately held company, and its shares will no longer be listed on the NASDAQ Global Select Market.
Shutterfly, Inc. is a leading retailer and manufacturing platform for personalized products and communications.
Founded in 1999, Shutterfly, Inc. has three divisions: Shutterfly Consumer, Lifetouch, and Shutterfly Business Solutions. Shutterfly Consumer and Lifetouch help consumers capture, preserve, and share life's important moments through professional and personal photography, and personalized products.
The Shutterfly brand brings photos to life in photo books, gifts, home décor, and cards and stationery. Lifetouch is the national leader in school photography, built on the enduring tradition of "Picture Day," and also serves families through portrait studios and other partnerships.
Morgan Stanley and Co. LLC is acting as financial advisor to Shutterfly, and Fenwick and West LLP is acting as its legal counsel.
Financing is being provided by Barclays, Citi and SunTrust Robinson Humphrey, Inc. (or a lending affiliate), who are also serving as financial advisors to the Apollo Funds. LionTree, UBS Investment Bank and Evercore are also serving as financial advisors to the Apollo Funds. Paul, Weiss, Rifkind, Wharton and Garrison LLP is acting as legal counsel to the Apollo Funds.
Date Published: 11/06/2019
Target: Shutterfly, Inc
Country: USA
Deal Size: 2.7bn (USD)
Sector: IT/Online Services
Type: LBO
Financing: Cash
Status: Agreed
Buyer: Apollo Global Management/funds
Buyer Advisor: LionTree, UBS Investment Bank , Evercore , Paul, Weiss, Rifkind, Wharton and Garrison