Rightside Group, Ltd. (NASDAQ:NAME) and Donuts Inc. today announced that the Internet Corporation for Assigned Names and Numbers (ICANN) gave Rightside and Donuts notice on July 15, 2017 of ICANN’s express consent to the transactions contemplated by the merger agreement (the “Transactions”) among Donuts, DTS Sub Inc., a wholly owned subsidiary of Donuts, and Rightside, which Transactions include the previously announced tender offer by DTS Sub Inc. to purchase all issued and outstanding shares of Rightside common stock.
Together with the advance notice provided by Rightside (on behalf of itself and its subsidiaries) of the Transactions and the related change of control to ICANN on June 14, 2017, ICANN’s express consent to the Transactions with respect to Rightside and its applicable subsidiaries satisfies one of the conditions to the tender offer. The completion of the tender offer is conditioned upon the valid tender (without withdrawal) of at least a majority of the issued and outstanding shares of Rightside common stock (as calculated in the offer), as well as other important conditions specified in the Schedule TO filed by Donuts with the Securities and Exchange Commission (the “SEC”) on June 27, 2017. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on July 26, 2017 (one minute after 11:59 p.m., New York City time, on July 26, 2017), unless extended in accordance with applicable SEC rules and the terms of the merger agreement among Donuts, DTS Sub Inc. and Rightside.
Rightside Group, Ltd. (NASDAQ:NAME) and Donuts Inc., announced on June 14th 2017 that the two companies entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Donuts will acquire Rightside for $10.60 per share in an all-cash tender offer, for an aggregate purchase price of approximately $213MM.
The purchase includes the 40 New gTLD extensions that Rightside is currently operating (.news, .live, etc.) and the Name.com domain name registrar. Rightside sold eNom on January to Tucows for $76.7 million.
ICANN’s consent was to be expected.