An investor group led by Siris Capital Group has completed the acquisition of commerce-as-a-service solutions provider Digital River.
The execution of a definitive merger agreement outlining the terms of the transaction, which is valued at approximately USD840 million, was initially announced on 23 October, 2014. In the transaction, all outstanding shares of Digital River common stock (subject to certain exceptions) were converted into the right to receive USD26 in cash per share.
Digital River’s stockholders approved the acquisition on Thursday, 12 February, 2015. Based on a tabulation of the stockholder vote, approximately 99.6 per cent of all votes cast, which represents approximately 74 percent of all outstanding shares as of 7 January, 2015, the record date for the special meeting, were voted in favour of the merger. Digital River stockholders also approved the proposal to approve, on an advisory (non-binding) basis, specified compensation payable to the Company’s named executive officers in connection with the merger.
In connection with the completion of the transaction, Digital River’s common stock will be delisted from NASDAQ, and the Company, which will continue to operate as Digital River, Inc, will be wholly owned by an affiliate of Siris. Digital River intends to thereafter terminate its duties to file reports with the Securities and Exchange Commission under Section 15(d) of the Securities Exchange Act of 1934, as amended.
“With 20 years of experience, a deep bench of industry experts and a strong portfolio of global capabilities, Digital River is in a prime position to further extend its market leadership,” says Dan Moloney, Siris executive partner. “We are pleased to have completed this transaction and look forward to working with the management team and employees to further advance the company’s value proposition, investing and innovating to help its clients succeed.”
“We are excited to begin this new chapter in Digital River’s history with Siris as our partner,” says David Dobson, Digital River’s chief executive officer. “We will be well positioned to sharpen our focus on longer-term, high-potential global opportunities, accelerate our transformation, as well as deliver even more value for our clients. We are fully committed to furthering our mission, which is to provide best-in-class commerce, payments and marketing solutions that drive growth for our clients on a worldwide basis.”
