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Spark Networks(R) Announces Formation of a Special Committee to Evaluate Acquisition Proposal
| Source: Spark Networks
BEVERLY HILLS, CA--(Marketwire - March 2, 2010) - Spark Networks, Inc. (NYSE Amex : LOV ), a
leading provider of online personals services, announced today that its
board of directors has formed a special committee of independent directors
(the "Special Committee") to consider a proposal by Great Hill Partners
III, LP ("Great Hill") to purchase all of the outstanding shares of common
stock of the Company not owned by Great Hill, at a cash purchase price of
$3.10 per share, and other possible business combination transactions. The
proposal, which is described in the Schedule 13D/A filed by Great Hill
today with the Securities and Exchange Commission, contemplates that Spark
Networks would no longer be a public reporting or trading company following
the closing of the proposed transaction. The Company granted a partial
waiver of its standstill agreement with Great Hill to the extent necessary
to allow the Special Committee to receive, discuss and negotiate the
proposal with Great Hill; however the waiver will automatically (but not
retroactively) terminate if the Company, at the direction of the board of
directors or the Special Committee, decides to discontinue discussions with
Great Hill. The Special Committee has been formed to review and evaluate
the proposal and any other potential business combination and to recommend
to Spark Networks' board of directors whether to approve or decline the
proposal. The members of the Special Committee are Jonathan Bulkeley,
Benjamin Derhy and Tom Stockham, each of whom is independent under the
NYSE-Amex independence rules. The proposal is subject to the approval of
the Special Committee, the Spark Networks board of directors and the
company's stockholders.
No assurance can be given that an agreement on terms satisfactory to the
Special Committee or the board of directors will result from the proposal
submitted by Great Hill or that any transaction will be completed.
Safe Harbor Statement:
This press release contains forward-looking statements. Any statements in
this news release that are not statements of historical fact may be
considered to be forward-looking statements. Written words, such as "may,"
"will," "expect," "believe," "anticipate," "estimate," "intends,"
"goal," "objective," "seek," "attempt," or variations of these or similar
words, identify forward-looking statements. By their nature,
forward-looking statements and forecasts involve risks and uncertainties
because they relate to events and depend on circumstances that will occur
in the near future. There are a number of factors that could cause actual
results and developments to differ materially, including, but not limited
to our ability to: attract members; convert members into paying subscribers
and retain our paying subscribers; develop or acquire new product offerings
and successfully implement and expand those offerings; keep pace with rapid
technological changes; maintain the strength of our existing brands and
maintain and enhance those brands and our dependence upon the
telecommunications infrastructure and our networking hardware and software
infrastructure; identify and consummate strategic acquisitions and
integrate acquired companies or assets; obtain financing on acceptable
terms; and successfully implement our current long-term growth strategy.
For a discussion of these and further risks and uncertainties, please see
our filings with the Securities and Exchange Commission. We file annual,
quarterly and special reports, proxy statements and other information with
the SEC. You may read and copy any reports, statements or other information
that we file at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our public filings with the SEC
also are available from commercial document retrieval services and at the
Web site maintained by the SEC at http://www.sec.gov.
About Spark Networks, Inc.:
The Spark Networks portfolio of online personals communities includes,
among others, JDate®.com (www.jdate.com), Spark®.com (www.spark.com),
BlackSingles.com® (www.blacksingles.com), and ChristianMingle®.com
(www.christianmingle.com).