Parship Group GmbH entered into definitive agreement to acquire The Meet Group, Inc. from a group of sellers for approximately $480 million.
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.