Web marketing company Website Pros and Web hosting provider Web.com announced on Wednesday that Web.com has scheduled a special shareholder meeting for September 25 to seek shareholder adoption of the merger agreement with Website Pros.
Website Pros has also scheduled a special shareholder meeting for the same date to seek approval of the issuance of shares of Website Pros common stock to Web.com shareholders in the transaction.
The companies announced in late June that they had signed a definitive merger agreement, which was approved by the boards of directors of both companies, where Web.com will merge with and into a subsidiary of Website Pros. The shareholders of Web.com will receive, at their election, shares of Website Pros’ common stock or cash in exchange for all of the outstanding shares of Web.com capital stock or, in some cases, a combination of cash and Website Pros’ common stock.
Once the merger is completed, Web.com will cease to exist as an entity, while Merger Sub will remain a wholly-owned subsidiary of Website Pros. Web.com shareholders may then elect to receive for every Web.com share either 0.6875 shares of Website Pros stock or $6.5233 in cash, subject to adjustment based upon the elections received so that the total cash paid equals $25 million. In total, Website Pros will issue approximately 9 million shares of Website Pros stock and pay $25 million in cash.