Digital River To Be Acquired By Siris-led Investor Group For $840 Mln

(RTTNews) - Digital River, Inc. (DRIV), a provider of e-commerce services, said Thursday that it has agreed to be acquired by an investor group led by private equity firm Siris Capital Group, LLC in a deal valued at about $840 million.

Under the terms of the deal, Siris Capital will acquire all of the outstanding common shares of Digital River for $26.00 per share in cash. The acquisition price represents a nearly 50 percent premium to Digital River's closing stock price of $17.38 on Thursday, October 23, 2014.

Digital River's board of directors has approved the deal and recommended that the company's stockholders adopt the agreement with Siris Capital. The transaction is currently expected to close in the first quarter of 2015.

Minneapolis-based Digital River noted that Siris Capital has secured committed financing for the transaction, consisting of a combination of equity and debt. The equity financing will be provided by an investor group led by Siris Capital, while the debt financing will be provided by Macquarie Capital and Sankaty Advisors.

The transaction is subject to customary closing conditions, including the receipt of shareholder approval, but is not subject to any financing condition. Upon completion of the acquisition, Digital River will become wholly owned by an affiliate of Siris Capital.

Under the terms of the deal, Digital River can solicit alternative takeover bids from third parties during a 45-day "go-shop" period, following the date of execution of the merger agreement.

Digital River said it plans to release its third-quarter earnings after market close on Wednesday, October 29, 2014, and does not intend to hold a conference call to discuss earnings due to today's announcement.

In 2013, Digital River processed more than $30 billion in online transactions, connecting B2B and B2C digital products and cloud service companies as well as branded manufacturers with buyers across multiple devices and channels.

Siris Capital is a private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America.

DRIV closed Thursday's trading at $17.38, up $0.35 or 2.06 percent on a volume of 135,634 shares.