Apollo Funds To Buy Outerwall For Enterprise Value Of About $1.6 Bln, Incl. Debt

(RTTNews) - Outerwall Inc. (OUTR) said that it has entered into an Agreement and Plan of Merger with affiliates of certain funds managed by affiliates of Apollo Global Management, LLC (APO), a leading global alternative investment manager, pursuant to which the Apollo Funds will acquire all of the outstanding shares of Outerwall common stock for $52.00 per share in cash.

The purchase price represents a premium of approximately 51 percent over Outerwall's closing stock price on March 14, 2016, immediately prior to the announcement that the Company's Board of Directors initiated a thorough and comprehensive process to explore strategic and financial alternatives to maximize shareholder value. The transaction, which was unanimously approved by Outerwall's Board of Directors, has a total enterprise value of approximately $1.6 billion, including net debt.

The transaction will be completed through an all-cash tender offer. The Outerwall Board of Directors unanimously recommends that Outerwall shareholders tender their shares in the offer.

The transaction is conditioned upon satisfaction of the minimum tender condition, which requires that shares representing more than 50 percent of the Company's common shares be tendered and the receipt of certain regulatory approvals and other customary closing conditions. The transaction is currently expected to close during the third quarter of 2016. Following the transaction, Outerwall will become a privately held company and Outerwall's common shares will no longer be listed on any public market.

Outerwall plans to release its second quarter earnings after market close on Thursday, July 28.

In addition, on July 24, 2016, the Outerwall Board of Directors declared a quarterly dividend of $0.60 per share of common stock. The dividend is expected to be paid on September 6, 2016, to stockholders of record at the close of business on August 23, 2016.