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Spark Networks SE agrees to acquire Zoosk.

INTERNET BUSINESS NEWS-(C)1995-2019 M2 COMMUNICATIONS

Spark Networks SE (NYSE American: LOV), a global dating company, has announced its entry into a definitive agreement to acquire Zoosk, Inc, the company said.

The combination will drive a meaningful increase in Spark's scale, with over one million monthly paying subscribers across the two platforms. Spark expects the transaction to drive meaningful margin expansion in 2020 and beyond.

With the addition of Zoosk, Spark will more than double in size and the combined business will be considerably more valuable than the two stand-alone entities.

Under the terms of the agreement, Spark will acquire 100% of Zoosk's shares with a combination of cash and stock valuing the company at approximately USD 255 million based on the closing price of Spark Networks SE stock on March 20, 2019.

Spark will issue 12.98 million American Depository Shares (ADSs) valued at approximately USD 150 million based on the closing price of Spark Networks SE stock of USD 11.53 on March 20, 2019. Additionally, Zoosk shareholders will receive net cash consideration of USD 95 million at closing and USD 10 million via a deferred cash payment in December 2020, which will be funded through a new USD 120 million senior secured debt facility.

The transaction is expected to close early in the third quarter of 2019, subject to the approval of Spark Networks SE shareholders, receipt of a permit authorizing the issuance of the ADSs, and the satisfaction of other customary closing conditions. Over 75% of Spark shareholders have committed to vote in favor of the transaction. The transaction was unanimously approved by both the Spark and Zoosk boards of directors.

Piper Jaffray & Co. is acting as exclusive financial advisor to Zoosk on the proposed transaction and Fenwick & West LLP serves as legal counsel to Zoosk. In addition, Piper Jaffray & Co. arranged staple financing for Zoosk. Morrison & Foerster LLP served as legal counsel to Spark.

The existing Spark Networks SE executive team will manage the combined company. Jeronimo Folgueira, will continue to serve as Chief Executive Officer, Robert O'Hare, as Chief Financial Officer, Michael Schrezenmaier as Chief Operating Officer, Ben Hoskins as Chief Technology Officer, Luciana Telles as Chief Marketing Officer, and Gitte Bendzulla as General Counsel. Spark's headquarters will remain in Berlin, Germany.

Upon the closing, Spark Networks SE will appoint Steven McArthur, Zoosk's CEO and Deepak Kamra, General Partner at Canaan Partners, Zoosk's largest shareholder, to Spark's board of directors.

Spark Networks SE is a global dating company with a portfolio of premium brands designed for singles seeking serious long-term relationships. The company has a presence in 29 countries worldwide and is publicly listed on the NYSE American LLC exchange under the ticker symbol "LOV".

Zoosk operates a global online dating platform, utilizing proprietary technology to connect millions of members located in countries around the world both online and via its mobile apps.

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Publication:Internet Business News
Geographic Code:1USA
Date:Mar 29, 2019
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