Jupitermedia Corp. (Nasdaq: JUPM) has agreed to sell its online images business to Getty Images Inc. for $96 million in cash. Hellman & Friedman took Getty private earlier this year for $2.3 billion.
Jupitermedia Corporation (Nasdaq: JUPM) (“Jupitermedia”) announced today that it has entered into a definitive stock purchase agreement to sell its Online Images business to Getty Images, Inc. for an aggregate purchase price of $96 million in cash. Under the terms of and subject to the conditions set forth in the stock purchase agreement, Jupitermedia has agreed to sell all of the outstanding capital stock of Jupiterimages Corporation (“Jupiterimages”), an Arizona corporation and a wholly owned subsidiary, to Getty Images, Inc.
The Board of Directors of Jupitermedia has approved the transaction and resolved to recommend that Jupitermedia’s stockholders approve the transaction. Completion of the transaction is subject to approval by Jupitermedia’s stockholders, regulatory approval and other customary closing conditions. In addition, Alan Meckler, Jupitermedia’s Chairman, Chief Executive Officer and a significant stockholder, and certain other stockholders, who, with Mr. Meckler, collectively hold approximately 35.9% of Jupitermedia’s outstanding stock, have entered into definitive support agreements with Getty Images, Inc. to vote in favor of the transaction. The transaction is not subject to a financing condition. In connection with the transaction, Jupitermedia will retain ownership of its Peoria, Illinois building and property and lease the facility to Getty Images, Inc. Jupitermedia expects to incur a non-cash loss of approximately $95 million upon the closing of the transaction.
Following the completion of the sale of Jupiterimages to Getty Images, Inc, Jupitermedia will continue to operate its Online media business, which consists of five distinct networks: internet.com and EarthWeb.com for IT and business professionals; DevX.com for developers; and Mediabistro.com and Graphics.com for media and creative professionals.
“We believe that this transaction will be beneficial to Jupitermedia and its stockholders, both in the near term and the long run, as it will allow Jupitermedia to pay off all of its bank debt. Upon closing of the transaction, we will continue focus on the further development and growth of our Online Media division,” stated Alan Meckler.
Merrill Lynch & Co. is acting as financial advisor to Jupitermedia and Willkie Farr & Gallagher LLP is serving as legal advisor to Jupitermedia.