EX-99.1
3
d256311dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
j2 Global, Inc.'s Ziff
Davis Completes Tender Offer For All Outstanding Shares Of Everyday Health
NEW YORK, December 5, 2016
- j2 Global, Inc. (NASDAQ:
JCOM) and its subsidiary, Ziff Davis, LLC, today announced that Ziff Davis has successfully completed its tender offer to purchase all outstanding shares of the common stock of Everyday Health, Inc. (NYSE: EVDY) ("Everyday Health"), for
$10.50 per share in cash.
The tender offer expired at 12:00 midnight, New York City time, on December 2 2016. As of expiration, 30.147.384 shares
had been validly tendered and not validly withdrawn, representing approximately 87.8% of Everyday Health shares of common stock. The conditions to the tender offer were satisfied, and Ziff Davis has accepted for payment and will promptly pay the
depositary for all validly tendered shares.
Ziff Davis expects to complete the acquisition of Everyday Health later today through a merger without a vote
or meeting of Everyday Health's stockholders, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. Each of the remaining shares of Everyday Health common stock not purchased in the tender offer will be
converted into the right to receive the same $10.50 in cash that will be paid in the tender offer. Upon completion of the merger, Everyday Health will become a wholly owned subsidiary of Ziff Davis. Everyday Health's common stock will no longer
be listed on the New York Stock Exchange starting December 6, 2016.
j2 Global and Ziff Davis invite the public, members of the press, the financial
community, stockholders and other interested parties to listen to a live Webcast today at 5:00 p.m. E.T. to discuss this transaction. Materials presented during the call will be posted on j2's website at j2global.com Materials presented during
the Webcast will be posted on j2's website at j2global.com in advance of the Webcast under the tab "Investors.".
Hemi Zucker, chief
executive officer of j2, Scott Turicchi, president and chief financial officer of j2 and Vivek Shah, chief executive officer of Ziff Davis, will host the call.
What: j2 Global, Inc. and Ziff Davis, LLC Conference Call
When:
5PM EST, December 5th, 2016
Where: www.j2global.com or dial in at 877-407-8029
Webcast link: http://edge.media-server.com/m/p/5iybzxu8
Information About Forward-Looking Statements
This
document contains forward-looking statements. These statements are based on j2's estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements include the information concerning j2's possible or assumed
future results of operations and the transactions contemplated by the merger agreement. Forward-looking statements also include those preceded or followed by the words "anticipates", "believes", "estimates,"
"hopes" or similar expressions. j2's actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to the risk that Ziff Davis' business
and/or Everyday Health's business will be adversely impacted following the acquisition and the risk that the operations of the two companies will not be integrated successfully.
For a further list and description of these and other important risks and uncertainties that may affect j2's future operations, see Part II, Item 1A - "Risk Factors" of the
Quarterly Reports on Form 10-Q (if any) j2 has filed or will file hereafter and in Part I, Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 (together, the "Risk
Factors"), and the factors discussed in the sections in j2's Quarterly Reports on
Form 10-Q
entitled "Quantitative and Qualitative Disclosures About Market Risk." Readers are cautioned
not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. j2 undertakes no obligation to revise or publicly release the results of any revision to these forward-looking
statements. Readers should carefully review the Risk Factors and the risk factors set forth in other documents j2 files from time to time with the United States Securities and Exchange Commission (the "SEC").
About Ziff Davis, LLC
Ziff Davis, a subsidiary of j2
Global, Inc., is a leading global digital-media company operating in the technology, gaming, entertainment and lifestyle verticals. Its brands - IGN, PCMag, AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox, TechBargains, emedia and
Salesify produce and distribute premium content across multiple platforms and devices. It delivers advertising, performance marketing and licensing solutions to thousands of clients worldwide.
About j2 Global
j2 Global, Inc. provides Internet
services through two divisions: Business Cloud Services and Digital Media. The Business Cloud Services Division offers Internet fax, virtual phone, hosted email, email marketing, online backup, unified communications and CRM solutions. It markets
its services principally under the brand names eFax®, eVoice®, FuseMail®, Campaigner®, KeepItSafe®, Livedrive®, Onebox®, and LiveVault®, and operates a messaging network spanning 50 countries on six continents. The
Digital Media Division offers technology, gaming and lifestyle content through its digital properties, which include IGN, PCMag, AskMen, Speedtest, Offers, ExtremeTech, Geek, Toolbox, TechBargains, emedia and Salesify. As of December 31, 2015,
j2 had achieved 20 consecutive fiscal years of revenue growth. For more information about j2, please visit www.j2global.com.
About Everyday Health,
Inc.
Everyday Health, Inc. is a leading provider of digital health marketing and communications solutions. Everyday Health attracts a large and
engaged audience of consumers and healthcare professionals to its premier health and wellness properties, and utilizes its data and analytics expertise to deliver highly personalized content experiences and efficient and effective marketing and
engagement solutions. Everyday Health enables consumers to manage their daily health and wellness needs, healthcare professionals to stay informed and make better decisions for their patients, and marketers, health payers and providers to
communicate and engage with consumers and healthcare professionals to drive better health outcomes. Everyday Health's content and solutions are delivered through multiple channels, including desktop, mobile web, and mobile phone and tablet
applications, as well as video and social media.
For further information, please contact:
j2Global:
j2 Global, Inc.
Laura Hinson, 800-577-1790
press@j2.com

EX - 99 . 1 3 d256311dex991 . htm EX - 99 . 1 EX - 99 . 1 Exhibit 99 . 1 FOR IMMEDIATE RELEASE j2 Global , Inc . 's Ziff Davis Completes Tender Offer For All Outstanding Shares Of Everyday Health NEW YORK , December 5 , 2016 - j2 Global , Inc . ( NASDAQ : JCOM ) and its subsidiary , Ziff Davis , LLC , today announced that Ziff Davis has successfully completed its tender offer to purchase all outstanding shares of the common stock of Everyday Health , Inc . ( NYSE : EVDY ) ( " Everyday Health " ) , for $ 10.50 per share in cash . The tender offer expired at 12 : 00 midnight , New York City time , on December 2 2016 . As of expiration , 30 . 147 . 384 shares had been validly tendered and not validly withdrawn , representing approximately 87 . 8 % of Everyday Health shares of common stock . The conditions to the tender offer were satisfied , and Ziff Davis has accepted for payment and will promptly pay the depositary for all validly tendered shares . Ziff Davis expects to complete the acquisition of Everyday Health later today through a merger without a vote or meeting of Everyday Health 's stockholders , pursuant to Section 251 ( h ) of the General Corporation Law of the State of Delaware . Each of the remaining shares of Everyday Health common stock not purchased in the tender offer will be converted into the right to receive the same $ 10.50 in cash that will be paid in the tender offer . Upon completion of the merger , Everyday Health will become a wholly owned subsidiary of Ziff Davis . Everyday Health 's common stock will no longer be listed on the New York Stock Exchange starting December 6 , 2016 . j2 Global and Ziff Davis invite the public , members of the press , the financial community , stockholders and other interested parties to listen to a live Webcast today at 5 : 00 p.m. E . T . to discuss this transaction . Materials presented during the call will be posted on j2 's website at j2global.com Materials presented during the Webcast will be posted on j2 's website at j2global.com in advance of the Webcast under the tab " Investors . " . Hemi Zucker , chief executive officer of j2 , Scott Turicchi , president and chief financial officer of j2 and Vivek Shah , chief executive officer of Ziff Davis , will host the call . What : j2 Global , Inc . and Ziff Davis , LLC Conference Call When : 5 PM EST , December 5 th, 2016 Where : www.j2global.com or dial in at 877 - 407 - 8029 Webcast link : http://edge.media-server.com/m/p/5iybzxu8 Information About Forward - Looking Statements This document contains forward - looking statements . These statements are based on j2 's estimates and assumptions and are subject to risks and uncertainties . Forward - looking statements include the information concerning j2 's possible or assumed future results of operations and the transactions contemplated by the merger agreement . Forward - looking statements also include those preceded or followed by the words " anticipates " , " believes " , " estimates , " " hopes " or similar expressions . j2 's actual results may differ materially from those anticipated in these forward - looking statements as a result of many factors , including but not limited to the risk that Ziff Davis ' business and / or Everyday Health 's business will be adversely impacted following the acquisition and the risk that the operations of the two companies will not be integrated successfully . For a further list and description of these and other important risks and uncertainties that may affect j2 's future operations , see Part II , Item 1A - " Risk Factors " of the Quarterly Reports on Form 10 - Q ( if any ) j2 has filed or will file hereafter and in Part I , Item 1A - " Risk Factors " in our Annual Report on Form 10 - K for the year ended December 31 , 2015 ( together , the " Risk Factors " ) , and the factors discussed in the sections in j2 's Quarterly Reports on Form 10 - Q entitled " Quantitative and Qualitative Disclosures About Market Risk . " Readers are cautioned not to place undue reliance on these forward - looking statements , which reflect management 's opinions only as of the date hereof . j2 undertakes no obligation to revise or publicly release the results of any revision to these forward - looking statements . Readers should carefully review the Risk Factors and the risk factors set forth in other documents j2 files from time to time with the United States Securities and Exchange Commission ( the " SEC " ) . About Ziff Davis , LLC Ziff Davis , a subsidiary of j2 Global , Inc . , is a leading global digital - media company operating in the technology , gaming , entertainment and lifestyle verticals . Its brands - IGN , PCMag , AskMen , Speedtest , Offers , ExtremeTech , Geek , Toolbox , TechBargains , emedia and Salesify produce and distribute premium content across multiple platforms and devices . It delivers advertising , performance marketing and licensing solutions to thousands of clients worldwide . About j2 Global j2 Global , Inc . provides Internet services through two divisions : Business Cloud Services and Digital Media . The Business Cloud Services Division offers Internet fax , virtual phone , hosted email , email marketing , online backup , unified communications and CRM solutions . It markets its services principally under the brand names eFax ® , eVoice ® , FuseMail ® , Campaigner ® , KeepItSafe ® , Livedrive ® , Onebox ® , and LiveVault ® , and operates a messaging network spanning 50 countries on six continents . The Digital Media Division offers technology , gaming and lifestyle content through its digital properties , which include IGN , PCMag , AskMen , Speedtest , Offers , ExtremeTech , Geek , Toolbox , TechBargains , emedia and Salesify . As of December 31 , 2015 , j2 had achieved 20 consecutive fiscal years of revenue growth . For more information about j2 , please visit www.j2global.com . About Everyday Health , Inc . Everyday Health , Inc . is a leading provider of digital health marketing and communications solutions . Everyday Health attracts a large and engaged audience of consumers and healthcare professionals to its premier health and wellness properties , and utilizes its data and analytics expertise to deliver highly personalized content experiences and efficient and effective marketing and engagement solutions . Everyday Health enables consumers to manage their daily health and wellness needs , healthcare professionals to stay informed and make better decisions for their patients , and marketers , health payers and providers to communicate and engage with consumers and healthcare professionals to drive better health outcomes . Everyday Health 's content and solutions are delivered through multiple channels , including desktop , mobile web , and mobile phone and tablet applications , as well as video and social media . For further information , please contact : j2Global : j2 Global , Inc . Laura Hinson , 800 - 577 - 1790 press@j2.com
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