West Corporation ("West") and Nasdaq, Inc. (Nasdaq:NDAQ) ("Nasdaq") jointly announced today that West has entered into a definitive agreement to acquire the public relations (Public Relations Solutions) and webcasting and webhosting (Digital Media Services) products and services within Nasdaq's Corporate Solutions business for approximately $335 million, subject to adjustments.
Public Relations Solutions and Digital Media Services consist of a comprehensive portfolio of communication tools, media intelligence and multimedia services for organizations across all industries. These solutions help enterprises more effectively communicate with their investors, customers and employees and increase the relevance of messaging by ensuring that it reaches the targeted audience.
The products and services included in the transaction are:
• GlobeNewswire: a global press release distribution platform and media contacts database with analytics
• Webhosting: a web hosting service purpose-built for investor relations and external communications functions
• Webcasting: a multimedia service that publishes webcasts, webinars, video presentations and other content
• Media Intelligence: a media monitoring and analyst-curated daily news reporting service
• Influencers Database: a service to identify and connect with relevant journalists and social media profiles
As part of the terms of the transaction, Nasdaq has agreed to an exclusive multi-year partnership with West to provide eligible Nasdaq clients seamless access to certain products and services included in the transaction.
"West is a leader in technology-enabled communication services and is focused on growth and expanding the depth and breadth of its enterprise communications client relationships," said John Shlonsky, Chief Executive Officer of West Corporation. "This acquisition will complement and broaden our portfolio of products and services. We see tremendous opportunity to grow and enhance this business. We are also excited to partner with Nasdaq and add the talented Public Relations Solutions and Digital Media Services teams to West."
Stacie Swanstrom, Executive Vice President, Nasdaq Corporate Solutions, added, "We are confident that West will be able to provide the resources needed to accelerate the various Public Relations Solutions and Digital Media Services product initiatives that are already underway, while providing additional flexibility and resources to deliver increased value for our clients and their communications needs. We look forward to our continued partnership with West. This strategic decision will allow us to focus our efforts on strengthening technology, data and analytics capabilities within our core investor relations and board collaboration solutions, which are an important component of Nasdaq's relationships with its corporate clients."
This process is a result of Nasdaq's refined strategic direction and its decision to explore strategic alternatives for these products and services that was announced in September 2017.
The closing of this transaction, which is subject to regulatory approvals and customary closing conditions, is projected to occur in the second quarter of 2018. Nasdaq expects to use the proceeds from the sale for share repurchases. In conjunction with this, Nasdaq's board of directors has authorized an additional $500 million for the share repurchase program to facilitate additional share repurchases and support the existing buyback objective of maintaining a stable share count.
Advisors and Financing Providers:
Credit Suisse and LionTree are acting as financial advisors to West. Wachtell, Lipton, Rosen & Katz is acting as corporate counsel to West and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as financing counsel to West. Transaction financing is being provided by Credit Suisse and RBC Capital Markets.
Evercore is acting as exclusive financial advisor to Nasdaq. Skadden, Arps, Slate, Meagher & Flom LLP is acting as lead corporate counsel, Baker McKenzie is advising on international issues and Jones Day is acting as antitrust counsel to Nasdaq.