NEW YORK, Dec. 6, 2018 /PRNewswire/ -- TheStreet,
Inc. (Nasdaq: TST), a leading financial news and information
company, today announced that it has entered into a definitive
purchase agreement (the "Agreement") to sell its institutional
business units, The Deal and BoardEx (the "B2B Business"), for
$87.3 million to Euromoney
Institutional Investor PLC ("Euromoney"), the global business
information and events group. The Agreement was unanimously
approved by TheStreet's Board of Directors (the "Board") upon
recommendation of the special committee of independent directors.
The decision to sell the institutional business is part of the
Board's ongoing review of strategic alternatives to enhance
shareholder value.
The Company expects that a substantial portion of the net
proceeds from the sale will be distributed to TheStreet's
stockholders. The Board is evaluating the various ways to complete
this distribution, including, among other factors, the timing and
amount of such distribution.
"The primary goal of our Board and management team has always
been to maximize shareholder value, and the sale of our B2B
business to Euromoney is a unique opportunity to do just that,"
said David Callaway, President and
Chief Executive Officer. "Our Board decided this was the best path
to maximize value following our recent sale of RateWatch."
The Deal and BoardEx, which reported revenue of $23.8 million in 2017, has offices located in
New York, London, Wisconsin, Washington DC, San
Francisco and Chennai,
India. TheStreet acquired The Deal in 2012 and BoardEx in
2014.
Following the close of the sale of the B2B Business, the Company
will continue to execute on its business plan of providing
exceptional coverage of the financial markets with a focus on
subscription revenue. The Company's consumer businesses, led by its
namesake website, TheStreet.com, houses premium subscription
products that target varying segments of the retail investing
public. The Company has reported improving metrics for its B2C
subscription business over the last few quarters including an
increase in new orders, average price, bookings, conversion and
renewal rates. The Board will also continue to explore strategic
alternatives for its consumer business.
The Company also expects to reduce its public company costs and
corporate overhead following closing of the sale of its B2B
Business given the reduction in overall headcount and operations.
With that in mind, David Callaway,
the Company's current Chief Executive Officer, has announced his
intention to resign following the completion of the transaction.
The Company will then be led by Eric
Lundberg as Chief Executive Officer, who will also continue
his role as Chief Financial Officer, and Margaret de Luna, current President of the
Company's consumer business, who will assume the role of President
and Chief Operating Officer.
Jim Cramer, Founder and Director,
remarked, "The Company is in a better place since Dave took over
and we thank him for his contributions and efforts. I have full
confidence in Eric and Margaret's ability to manage the consumer
business on a standalone basis and I look forward to continuing to
build upon our recent success while the Board explores strategic
opportunities for the Company."
The sale of the B2B Business is subject to the approval of a
majority of the outstanding shares of common stock in TheStreet
under Delaware law and is expected
to be submitted for stockholder approval in the first quarter of
2019. No other regulatory approvals are expected to be required to
complete the transaction and no dissenters or appraisal rights are
triggered by the transaction.
Moelis & Company LLC acted as the sole financial advisor to
TheStreet on the transaction. Orrick, Herrington &
Sutcliffe LLP acted as legal advisor to TheStreet.
Conference Call
TheStreet management will hold a
conference call for investors this morning, Thursday, December 6, 2018 at 9:00 a.m.
EST. To participate in the call, please dial 877-830-2649
(domestic) or 785-424-1824 (international). The conference code is
4291735.
About TheStreet, Inc.
TheStreet, Inc. (NASDAQ: TST,
www.t.st) is a leading financial news and information provider to
investors and institutions worldwide. The Company's flagship brand,
TheStreet (www.thestreet.com), has produced unbiased business news
and market analysis for individual investors for more than 20
years. The Company's portfolio of institutional brands includes The
Deal (www.thedeal.com), which provides actionable, intraday
coverage of mergers, acquisitions and all other changes in
corporate control and BoardEx (www.boardex.com), a relationship
mapping service of corporate directors and officers.
About Euromoney Institutional Investor PLC
Euromoney
Institutional Investor PLC ("Euromoney") is a global, multi-brand
information business which provides critical data, price reporting,
insight, analysis and must-attend events to financial services,
commodities, telecoms and legal markets. Euromoney is listed on the
London Stock Exchange and is a member of the FTSE 250 share
index.
www.euromoneyplc.com
Important Information About the Transaction and Where to Find
It
In connection with the proposed transaction, the Company plans to
file a proxy statement (the "Proxy Statement") with the Securities
and Exchange Commission ("SEC"), in connection with the
solicitation of proxies for a meeting of TheStreet's stockholders
to be called at a future date (the "meeting"). Promptly after
filing its Proxy Statement in definitive form with the SEC, the
Company will mail or otherwise furnish the Proxy Statement to each
stockholder entitled to vote at the meeting. Stockholders are
urged to read the Proxy Statement (including any amendments or
supplements thereto) and any other relevant documents that the
Company will file with the SEC when they become available because
they will contain important information about the proposed
transaction and related matters. Stockholders may obtain, free
of charge, copies of the Proxy Statement (if and when available)
and any other documents filed by the Company with the SEC in
connection with the transaction at the SEC's website
(http://www.sec.gov), from the Company's website at
http://investor-relations.thestreet.com/investor-relations or by
contacting the investor relations department of the Company at:
TheStreet, Inc., Attn: Investor Relations, 14 Wall Street,
New York, New York telephone (212)
321-5000.
Participation in the Solicitation
The Company and its directors and executive officers are
participants in the solicitation of proxies from the Company's
stockholders with respect to the transaction. Information about the
Company's directors and executive officers is set forth in the
Company's proxy statement on Schedule 14A filed with the SEC on
April 16, 2018. To the extent
that holdings of the Company's securities by its directors and
executive officers have changed since the amounts shown in
Company's proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 or Form 5
filed with the SEC. Additional information regarding these
persons and their interests in the transaction will be included in
the proxy statement relating to the transaction when it is filed
with the SEC.
Notice Regarding Forward-Looking Statements
This press
release contains forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements regarding our
planned sale of our B2B Business and ongoing review of our B2C
Business. Such forward-looking statements are subject to
risks and uncertainties, including those described in the Company's
filings with the Securities and Exchange Commission ("SEC") that
could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that
might contribute to such differences include, among others, failure
of our stockholders to approve the B2B sale, economic downturns and
the general state of the economy, including the financial markets
and mergers and acquisitions environment; our ability to drive
revenue, and increase or retain current subscription revenue,
particularly in light of the investments in our expanded news
operations; our ability to develop new products; competition and
other factors set forth in our filings with the SEC, which are
available on the SEC's website at www.sec.gov. All
forward-looking statements contained herein are made as of the date
of this press release. Although the Company believes that the
expectations reflected in the forward-looking statements are
reasonable, the Company cannot guarantee future results or
occurrences. The Company disclaims any obligation to update
these forward-looking statements, whether as a result of new
information, future developments or otherwise.
Contact: Kate Beers, Brunswick
Group, 212-333-3810, TheStreet at brunswickgroup.com
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SOURCE TheStreet, Inc.