Certain funds managed by Apollo Global Management, LLC entered into a definitive agreement to acquire Shutterfly, Inc. for $1.9 billion.
The merger agreement provides that Shutterfly would be required to pay Apollo Global Management, LLC a termination fee of $51.2 million in certain circumstances and Apollo Global Management, LLC would be required to pay Shutterfly a termination fee of $102.5 million in other certain circumstances. Shutterfly will remain headquartered in the Bay Area. The transaction is subject to customary closing conditions, including approval by Shutterfly's stockholders and receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Board of Directors of Shutterfly unanimously approved the agreement and recommended that Shutterfly's stockholders vote in favor of the transaction. The transaction has also been approved by the Board of Apollo Global Management, LLC. The Board of Directors of Shutterfly received an opinion from Morgan Stanley & Co. LLC to the effect that the consideration to be received by Shutterfly's stockholders is fair from financial point of view. As of July 17, 2019, early termination of waiting period from Federal Trade Commission was obtained. A special meeting of stockholders of Shutterfly, Inc. will be held on August 28, 2019. The transaction is expected to close by early fourth quarter 2019.
Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to Shutterfly while Gordon K. Davidson, David K. Michaels, Victoria Lupu, Ryan Mitteness, Katherine Duncan, David Frydman, Chelsea Anderson, Ammanuel Gebeyehu, Shweta Kumar, Carson Jackson, Shawn Lampron, Marshall Mort, Hans Andersson, Corinne Nhaissi, Jonathan Millard, Christopher Joslyn, Julia Arruda, Lise Berichel, Floris de Wit, Shizuka Tiernan, Emily Bullis, Ed Heffernan, Amy Brown, Gina Damiano, Shitel Chanan, William Skinner and Ora Grinberg of Fenwick & West LLP acted as its legal advisors. Barclays, Citi, SunTrust Robinson Humphrey, Inc., LionTree, UBS and Evercore acted as financial advisors to Apollo Global Management, LLC. Taurie Zeitzer, Justin Rosenberg, Daniel Layfield, Mark Wlazlo, Gregory Ezring, Gabriella Toossi, Corinne Musa, Andrew Gaines, Jason Ertel, Jarrett Hoffman, Chuck Googe, Brian Grieve, Brad Okun, Brian Janson, Jonathan Kanter, Gregory Laufer, Jonathan Hurwitz, Mitchell Berg, Matthew Goldstein, Yuni Sobel and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Apollo Global Management, LLC. Gibson, Dunn & Crutcher LLP acted as the legal advisor to Morgan Stanley in the transaction. MacKenzie Partners, Inc. acted as proxy solicitor for Shutterfly and will be paid for a fee of approximately $50,000. Shutterfly agreed to pay Morgan Stanley a fee of approximately $31 million for its services, $2.5 million of which became due and payable upon the execution of the merger agreement and the remainder of which is contingent upon the consummation of the merger.