Parship Group GmbH completed the acquisition of The Meet Group, Inc. from a group of sellers.
The transaction is subject to approval by The Meet Group's stockholders, along with the satisfaction of customary closing conditions and regulatory approvals, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, antitrust approvals in Germany and Austria as well as approval from the Committee on Foreign Investment in the United States (CFIUS). The transaction was unanimously approved by The Meet Group's Board of Directors. The Meet Group's board of directors unanimously recommended that its stockholders vote in favour of the transaction. The transaction also received approval from the Board of Parship Group. As of April 13, 2020, Federal Trade Commission granted the early termination notice. As of June 15, 2020, Bundeswettbewerbsbehörde, anti-trust authority, approved the transaction. As of July 6, 2020, The German merger control authority, Bundeskartellamt approved the transaction. The acquisition is expected to close in the second half of 2020. The acquisition is expected to be adjusted net income accretive for ProSiebenSat.1 in the first year.
BofA Securities, Inc. acted as financial advisor and fairness opinion advisor to The Meet Group. James W. McKenzie, Uli Korth, Michael Masling, Walter Ahrens, and Michael N. Baxter of Morgan, Lewis & Bockius LLP acted as legal advisors to The Meet Group. Deborah Conrad, Martin Erhardt, Manan Shah, Alexander Rinne, Fiona Schaeffer and Thomas Kleinheisterkamp of Milbank LLP acted as legal advisor to Parship Group. Matthew Abbott, Kyle Seifried, Nathan Sawyer, Lindsay Parks and Patrick Karsnitz of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as the legal advisor to General Atlantic LLC, the indirect minority shareholder of Parship Group. Moran Stanley acted as financial advisor to ProSiebenSat.1 Media SE. Kai Tschoeke, Oliver Schiller, Friedrich Vossfänger, Albrecht Stewen of Rothschild & Co acted as financial advisor and fairness opinion provider to ProSiebenSat.1 Media SE, ultimate parent of Parship Group GmbH. Okapi Partners LLC acted as proxy information agent to The Meet Group, Inc. which will pay Okapi a fee of approximately $0.02 million for its services. The Meet Group, Inc. has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee currently estimated to be approximately $11 million, $1.5 million was payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the merger. Morgan Stanley Europe SE acted as financial advisor for Parship Group GmbH. Alexander von Voß, Robert Loef, Florian Kolb, Julia von der Bay, Katja Hansen and Moritz von Merfeldt acted as in-house counsels to ProSiebenSat.1 Media SE.
Parship Group GmbH completed the acquisition of The Meet Group, Inc. (NasdaqCM:MEET) from a group of sellers on September 4, 2020. In connection with the transaction, a new parent company, ParshipMeet Group, was created to manage two subsidiaries: The Meet Group and Parship Group. ParshipMeet Group now owns and operates The Meet Group's dating apps MeetMe, LOVOO, Tagged, Skout, and GROWLr, as well as Parship Group's matchmaking brands eharmony, Parship, and ElitePartner. On September 4, 2020, The Meet Group requested that Nasdaq file a Form 25 with the Securities and Exchange Commission to remove Common Stock from listing on Nasdaq, which will be effective on September 14, 2020, and deregister The Meet Group Common Stock. In connection with the transaction, all of the directors of The Meet Group except for Geoffrey Cook ceased to be directors of the company. Immediately following the close of the transaction, The Meet Group's Board of Directors consisted of Geoffrey Cook, Tim Schiffers, Henning Rönneberg, and Marc Schachtel. Immediately following the close of the transaction, The Meet Group's officers consisted of Geoffrey Cook as Chief Executive Officer, Jim Bugden as Chief Financial Officer, Frederic Beckley as General Counsel and Executive Vice President, Business Affairs, Tim Schiffers as President and Managing Director, Henning Rönneberg as Secretary and Managing Director, and Marc Schachtel as Treasurer and Managing Director.