J2 Global Board of Directors Approves Separation into Two Independent Publicly Traded Companies
September 21, 2021 at 07:27 pm EDT
Share
J2 Global, Inc. announced that its Board of Directors approved its previously announced separation into two independent publicly traded companies – J2 Global, Inc., which will be known as Ziff Davis, Inc. after the separation and Consensus Cloud Solutions, Inc. The J2 Global Board of Directors declared a special dividend distribution of one share of Consensus common stock for every three shares of J2 Global common stock outstanding as of the close of business on October 1, 2021, the record date for the distribution. The separation is expected to be completed on October 7, 2021. In connection with the separation, J2 Global intends to launch a tender offer to purchase a portion of its outstanding 4.625% senior notes due 2030 at a tender price no greater than 108.00%, with a maximum aggregate purchase price of $330 million. J2 Global intends to fund the purchase price in part from a cash distribution by Consensus to J2 Global of $260 million pursuant to the terms of the separation. The separation will occur by means of a pro rata distribution to J2 Global stockholders of 80.1% of the outstanding shares of Consensus. The distribution is expected to occur on October 7, 2021. In connection with the separation, J2 Global will be renamed Ziff Davis, Inc. Consequently, the separation will provide J2 Global stockholders with ownership interests in both Ziff Davis, Inc. and Consensus Cloud Solutions, Inc. Each J2 Global stockholder will receive one share of Consensus common stock for every three shares of J2 Global common stock held as of October 1, 2021, the record date for the distribution. No fractional shares of Consensus will be issued. Stockholders will receive cash in lieu of fractional shares.
Ziff Davis, Inc. is a vertically focused digital media and Internet company. Its portfolio includes brands in technology, shopping, gaming and entertainment, connectivity, health, cybersecurity, and Martech. Its segments include Digital Media and Cybersecurity and Martech. The Digital Media segment specializes in the technology, shopping, gaming and entertainment, connectivity, and healthcare markets, offering content, tools, and services to consumers and businesses. Its Digital Media business operates a portfolio of Web properties and apps, which includes IGN, RetailMeNot, Mashable, PCMag, Humble Bundle, Speedtest, Offers.com, Black Friday, Medpage Today, Everyday Health, BabyCenter, What to Expect and others. The Cybersecurity and Martech segment provide cloud-based subscription services to consumers and businesses, including cybersecurity, privacy, and marketing technology. It markets its Cybersecurity and Martech offerings to a spectrum of prospective business customers.