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Recommends Stockholders NOT Tender Shares into j2 Offer
Board Authorizes Exploration of Strategic Alternatives
BOSTON, MA – Jan. 9, 2015 — /BackupReview.info/ — Carbonite, Inc. (Nasdaq:CARB), a leading provider of cloud and hybrid backup and recovery solutions for businesses, today announced that its Board of Directors has unanimously rejected the unsolicited tender offer from j2 Global, Inc. (“j2″) to acquire all of the outstanding shares of Carbonite for $15.00 per share in cash (the “Offer”).
The Board, in consultation with its legal and financial advisors, determined that j2′s unsolicited tender offer substantially undervalues the Company and is not in the best interests of Carbonite stockholders. Accordingly, the Carbonite Board strongly recommends that Carbonite stockholders not tender any of their shares into the j2 offer.
The Company filed today a Schedule 14D-9 with the Securities and Exchange Commission (“SEC”) detailing the Board’s rejection of the Offer. http://1.usa.gov/1IztxEc
The Carbonite Board also announced today that it has authorized the exploration of strategic alternatives, including a potential sale of the Company and/or potential material acquisitions, in order to maximize stockholder value. The Board has not made a determination to enter into any transaction at this time or in the future, and there can be no assurances that any such transaction can or will be completed. The Company does not intend to provide updates unless and until the Board approves a specific transaction or otherwise determines that disclosure is appropriate or necessary.
Mohamad Ali, Carbonite’s President and Chief Executive Officer said, “It is the Board’s unanimous belief that j2′s unsolicited and opportunistic offer substantially undervalues Carbonite and is not in the best interests of Carbonite stockholders. Moreover, the Board believes that the execution of the Company’s strategic plan will deliver far greater value to stockholders.”
Mr. Ali continued, “The Board is committed to maximizing value for all stockholders, and therefore has decided to explore all strategic alternatives for the Company. Throughout this process, we will remain as focused as ever on continuing to meet the needs of customers and partners, and providing the leading cloud and hybrid backup and archiving solutions they expect from us.”
Reasons for the Recommendation
In making its determination, the Carbonite Board considered a number of factors, including, among others, the following:
The full text of Carbonite’s Schedule 14D-9 filing is available on the SEC’s website at www.sec.gov and on the Company’s website at www.carbonite.com.
Stockholder Rights Plan
Under the Plan, the Board authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Carbonite common stock. If any party acquires 10% (or 20% in the case of a passive investor) or more of the outstanding shares without first obtaining Board approval, the Rights held by the Company’s stockholders other than the acquiror would become exercisable for shares or common stock of the acquiror at a discounted price. If, as of the time of this press release, a stockholder’s beneficial ownership is at or above 10% (or 20% in the case of a passive investor), that stockholder’s existing ownership percentage is grandfathered, but, with certain exceptions, the rights would become exercisable if at any time after the time of this release, the stockholder increases its ownership percentage by 0.001% or more. The Plan will expire on January 7, 2016.
This description of the Plan and the Rights is qualified in its entirety by the Plan, which has been filed with the SEC.
Deutsche Bank Securities Inc. is acting as financial advisor to Carbonite and Sidley Austin LLP is acting as legal advisor.
Cautionary Language Concerning Forward-Looking Statements
Important Additional Information
Investor Relations Contact:
Source: Carbonite, Inc.
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