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Internet Brands Inc to be acquired by Hellman & Friedman Stockholders for $640million

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  • As already mentioned, several law firms investigate the merger announcement. But what's even more interesting: If the merger falls through, INET may have to pay some hefty fines (more about the merger details see here).

    The Merger Agreement contains certain termination rights of Parent (Micro Holding Corp., an affiliate of Hellman & Friedman) and the Company (Internet Brands, Inc.). Upon the termination of the Merger Agreement under certain circumstances, including in order to enter into a definitive agreement providing for implementation of a Superior Proposal, the Company is required to pay Parent a termination fee of $23 million. In addition, if either Parent or the Company terminates the Merger Agreement due to the failure of the Company to obtain the approval of the stockholders to adopt the Merger Agreement, including the Special Stockholder Approval, the Company is required to reimburse Parent for all out-of-pocket costs and expenses, not to exceed $4 million, incurred by it or on its or its affiliates' behalf in connection with the Merger Agreement and the transactions contemplated thereby.
    I find it curious that an audit member of INET was allowed to receive INET stocks at a time when the merger has already being discussed internally.

    Here is the letter Brisco sent to his employees on Sept 20th:

    Dear Internet Brands Team,

    We are excited to share with you that today we publicly announced we have entered into an agreement with an affiliate of a leading global private equity firm, Hellman & Friedman LLC (H&F), to acquire all of the stock of Internet Brands for $13.35 per share in cash. This price represents a premium of approximately 46.5% over the closing price on September 17, 2010.

    Our senior management team has had an opportunity to get to know the H&F team over the past few months and we are confident this partnership will be a positive development for our shareholders, family of employees, customers and communities. H&F has a long history of success working with companies like Internet Brands to achieve significant, profitable growth. H&F recognizes and highly values the strength of our team, our verticals, our position in our marketplaces, and our potential for continued growth and expansion. They are a strong financial sponsor with a long term outlook to support our growth plans.

    Our management team will remain in place and we dont expect much will change in your day-to-day work experience at the Company. We want all of you to know how much we value the work you do and how much youve contributed to help make Internet Brands what it is today. It is a direct result of your work that Internet Brands has been acknowledged as a new media leader by H&F. We look forward to continuing our great work together for many years to come.

    As a private company, we will have the ability to focus on long term growth initiatives without the pressure of public company expenses, governance, regulatory oversight, and reporting. H&Fs commitment of resources, deep financial expertise, and demonstrated ability to successfully and profitably grow companies in which it invests will all be tremendous assets to our team.

    Please note that the transaction is not complete until it is approved by our shareholders, and goes through the customary closing process. We expect this process to conclude by late 2010.

    Finally, I want to thank you for all your hard work and commitment to Internet Brands. I hope you are as excited about this new chapter of our Company as we are.

    Warmly,
    Bob
    Last edited by AlexanderT; Thu 23rd Sep '10, 12:50pm. Reason: Attachment removed, link added instead

    Comment


    • Originally posted by AlexanderT View Post
      As already mentioned, several law firms investigate the merger announcement. But what's even more interesting: If the merger falls through, INET may have to pay some hefty fines (more about it in the attached plan of the merger).



      I find it curious that an audit member of INET was allowed to receive INET stocks at a time when the merger has already being discussed internally.

      Here is the letter Brisco sent to his employees on Sept 20th:
      Well i don't think they did not know when they bought it, stock fraud is very serious and you don't want investigations and this is done if they suspect it so no worry. As for the law firms well thats the US for you do something and have two handful of lawyers upon you. Also the transaction what i can see will be cash thats unusual, but the company that do the take over will exit the stock exchange with INET.

      Comment


      • I don't think that it's any use to speculate, I'm sure INET and HF have this sorted.
        Shamil Nunhuck, - Radon Systems Ltd.
        VPS + Dedicated Server Hosting and Management
        vBulletin Hosting and Services
        Server / Website Consultation

        Comment


        • Originally posted by Steve Machol View Post
          I hope people realize that even without this acquisition change could still happen. In fact, you can make the case that change is inevitable eventually.
          Yes it was. I seriously doubt the sales figures of vb pays for all the expenses in developing and supporting it.

          Comment


          • I'd have preferred IB to be broken up in two parts: vB and rest of the IB.
            Then some well known software company buying out the vB portion...

            I like to think myself as an optimistic, so yeah, hoping for changes (if any) for the better.

            Comment


            • Originally posted by CvP View Post
              I'd have preferred IB to be broken up in two parts: vB and rest of the IB.
              Then some well known software company buying out the vB portion...

              I like to think myself as an optimistic, so yeah, hoping for changes (if any) for the better.
              That could make sense. IB seems to be good in running forum communities (at least profit making ones) but they are not exactly a software development company. Such a move could benefit both vBulletin and IB.
              www.erodov.com :cool:

              Comment


              • This thread is LOL.

                I'm glad I'm no longer counting on vBulletin for my businesses or livelihood.

                I would say I pity all the folks who are sticking with vBulletin and hoping "things will get better", you've had a year+ to see the direction vBulletin is headed. If after that, you still can't see the pattern, then maybe you never will.

                Originally posted by sadikb View Post
                Our faith in VB's future was invested through Adrian and fabian
                Putting your faith in Fabian? Ah if only people knew...

                By the way, vB really needs a Like feature. I'm spoiled by XF now. I would have liked several posts by MarkB. Even ones by AlexanderT, Paul M and Steve M.
                Last edited by feldon23; Fri 24th Sep '10, 2:28am.

                Comment


                • Originally posted by Abomination View Post
                  Should have been more articulate.

                  I mean is Bob the right CEO for the job, now that it has gotten to the point it has? From a HK view point (obviously a rhetorical question).

                  He seems well suited to buy existing forums, change the leadership on them, and put up advertising, and (in general) the forums languish. Then more forums are bought. Repeat.

                  Not sure how long that can continue.
                  Well, I guess someone has to do Hindu meditation during meetings and write blog posts that sound like a chapter from a Hunter S. Thompson book. Might as well be the CEO.

                  Originally posted by Mr. Mikey
                  the best vBulletin customers can hope for is that vBulletin as an asset is sold off to a company that can do something about the reputation.
                  I'd prefer that vBulletin is sold off to a company that can do something about the product. The reputation will sort itself out.

                  Comment


                  • Originally posted by feldon23 View Post
                    By the way, vB really needs a Like feature. I'm spoiled by XF now. I would have liked several posts by MarkB. Even ones by AlexanderT, Paul M and Steve M.
                    Unless it's really important to you to have your name publically involved you can just use rep.

                    Comment


                    • Originally posted by feldon23 View Post
                      I would say I pity all the folks who are sticking with vBulletin and hoping "things will get better", you've had a year+ to see the direction vBulletin is headed. If after that, you still can't see the pattern, then maybe you never will.

                      Originally posted by sadikb View Post
                      Our faith in VB's future was invested through Adrian and fabian and what they have been saying are their plans about VB.
                      Putting your faith in Fabian? Ah if only people knew...
                      Hi Feldon,

                      Feldon, if you re read my statement, I said, Faith in VB's future through Adrian and Fabian. The pattern is very much visible. There is a definite improvement in the VB4 product. The Suite is very much usable on a production site now, that I could not have said at least till 4.0.4... So credit must be given where it is fair. I can see that given the manner in which development is now progressing, things do not look as bad. Sure there's lots of mess in the Suite product, partly because of the business decision to attempt to make it a jack of all trades solution. Still if you are an experienced admin, you can always get rid of the fluff and use the core features which are pretty stable now.

                      I am no fan of VBulletin's past year history, but for me it's not an either or situation. I stick with VB for the site which has use for it. I will buy xenforo for an existing WP site which still does not have a forum. An Admin's decision should be based on what the community needs and works on, and not on what he/she wants or which is the coolest product out there.
                      Owner: Oracle Forums - General Discussion Forums.

                      Comment


                      • Originally posted by Bob Brisco
                        Dear Internet Brands Team,

                        We are excited to share with you that today we publicly announced we have entered into an agreement with an affiliate of a leading global private equity firm, Hellman & Friedman LLC (H&F), to acquire all of the stock of Internet Brands for $13.35 per share in cash. This price represents a premium of approximately 46.5% over the closing price on September 17, 2010.

                        Our senior management team has had an opportunity to get to know the H&F team over the past few months and we are confident this partnership will be a positive development for our shareholders, family of employees, customers and communities. H&F has a long history of success working with companies like Internet Brands to achieve significant, profitable growth. H&F recognizes and highly values the strength of our team, our verticals, our position in our marketplaces, and our potential for continued growth and expansion. They are a strong financial sponsor with a long term outlook to support our growth plans.

                        Our management team will remain in place and we dont expect much will change in your day-to-day work experience at the Company. We want all of you to know how much we value the work you do and how much youve contributed to help make Internet Brands what it is today. It is a direct result of your work that Internet Brands has been acknowledged as a new media leader by H&F. We look forward to continuing our great work together for many years to come.

                        As a private company, we will have the ability to focus on long term growth initiatives without the pressure of public company expenses, governance, regulatory oversight, and reporting. H&Fs commitment of resources, deep financial expertise, and demonstrated ability to successfully and profitably grow companies in which it invests will all be tremendous assets to our team.

                        Please note that the transaction is not complete until it is approved by our shareholders, and goes through the customary closing process. We expect this process to conclude by late 2010.

                        Finally, I want to thank you for all your hard work and commitment to Internet Brands. I hope you are as excited about this new chapter of our Company as we are.

                        Warmly,
                        Bob
                        To quote a wise man:

                        Originally posted by Paul M View Post
                        Both statements were correct at the time.

                        Everyone once knew the world was flat. Things change over time.
                        So that's gonna go well then

                        Comment


                        • Originally posted by sadikb View Post
                          Hi Feldon,

                          Feldon, if you re read my statement, I said, Faith in VB's future through Adrian and Fabian. The pattern is very much visible. There is a definite improvement in the VB4 product. The Suite is very much usable on a production site now, that I could not have said at least till 4.0.4... So credit must be given where it is fair. I can see that given the manner in which development is now progressing, things do not look as bad. Sure there's lots of mess in the Suite product, partly because of the business decision to attempt to make it a jack of all trades solution. Still if you are an experienced admin, you can always get rid of the fluff and use the core features which are pretty stable now.

                          I am no fan of VBulletin's past year history, but for me it's not an either or situation. I stick with VB for the site which has use for it. I will buy xenforo for an existing WP site which still does not have a forum. An Admin's decision should be based on what the community needs and works on, and not on what he/she wants or which is the coolest product out there.
                          I've been through lots of mergers and acquisitions. At the end of the day the customers often don't know, and usually don't care who owns the business as long as the products are good and the people they buy from provide good service. Being acquired by someone with cash is good if it results in investment in product or service improvement and sometimes that happens.

                          Does Xenforo support contribution via email...?

                          Comment


                          • Originally posted by jdj View Post
                            Does Xenforo support contribution via email...?
                            You should post your XenForo related questions on XenForo forums.

                            Comment


                            • Originally posted by Lizard King View Post
                              You should post your XenForo related questions on XenForo forums.
                              Maybe...but then not being a developer I wouldn't know where to look. Feel free to PM me with suggestions.

                              However, as someone who generally posts positive comments about vBulletin 4 (which I use and think is a good product) it may be helpful for IB to know if people are interested in such things.

                              Comment


                              • Originally posted by AlexanderT View Post
                                I find it curious that an audit member of INET was allowed to receive INET stocks at a time when the merger has already being discussed internally.
                                It's not necessarily unusual for executives to be granted options that can be vested at a later date (in the UK the Financial Services Industry for example is moving in this direction rather than staying with short-term bonuses, because it's better for stock-holders if executives are rewarded this way); I've no idea what happened here and I don't care that much, being a customer rather than a stockholder, but generally if you buy something at a premium you don't then want to trash it.

                                I don't care what happened here if the overall offering improves.

                                Comment

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