BERLIN and SAN FRANCISCO, July 1, 2019 /PRNewswire/ -- Spark Networks SE (NYSE American: LOV) ('Spark'), a leading global dating company, today closed its previously announced acquisition of Zoosk, Inc. ('Zoosk').
- The acquisition makes Spark the second-largest dating company in North America in revenues
- Global monthly paying subscribers increase to over 1 million
- Spark expects to achieve over $50 million of Adjusted EBITDA in 2020
- Spark to have 26,010,365 American Depositary Shares ('ADSs') outstanding following the transaction
'Today's closing represents a remarkable milestone in Spark's continued evolution. Four years ago, we were a small German startup with no presence in North America. Our efforts over the last few years have created an NYSE-listed business with over $300 million in total revenue that is also the second largest player in North America. We are extremely proud of the company we have built, and are also excited by the future potential of our new portfolio,' said Jeronimo Folgueira, CEO of Spark. 'I'm also very proud that we have managed to efficiently execute this complex transaction and that we are closing the transaction on the first day of the third quarter.'
Open the Zoosk app. Tap on the menu icon at the top left corner of your screen. Tap on your photo or nickname. This will take you to your profile. Tap the Add Photos button to upload or take a photo from your phone or the Edit Photos button to delete photos or change your primary photo. From a web browser on your phone or touch device. Open the Zoosk app. Tap on the menu icon at the top left corner of your screen. Tap on your photo or nickname. This will take you to your profile. Scroll down and next to your current location select Edit. Enter your new city or zip/postal code. If you would like to change your country, please contact Zoosk Customer Support. Zoosk began as a Silicon Valley tech startup in 2007, and a dedicated team of developers and innovators turned it into the online dating behemoth we know today. Zoosk is a top-rated dating site and app with tons of chat and matching features, and it can help people build friendships, romances, and relationships on the fly. Click on your Zoosk display name in the top right corner of your screen. Select My Profile. This will take you to your profile where you can view and change your photos, basic information, story, perfect match, and ideal date by clicking the Edit or Add link next to the information you'd like to update. From the app on your mobile phone. Open the Zoosk app. Tap on the menu icon at the top left corner of your screen. Tap on your photo or nickname. This will take you to your profile. Scroll down and next to your current location select Edit. Enter your new city or zip/postal code. If you would like to change your country, please contact Zoosk Customer Support.
Based on current financial trajectories and the synergies identified between the two entities, the acquisition is expected to deliver substantial shareholder value, with Adjusted EBITDA forecasted at over $50 million in 2020, or nearly $2 per share assuming Spark's post-merger share count. Area dating services near clay al.
'I have been very impressed by Jeronimo and his team during this process and I am very confident in their ability to execute the integration plan we prepared together, and make the new combined company even more successful, driving substantial value creation for all shareholders over the next 12 to 18 months,' said Steven McArthur, outgoing CEO of Zoosk, Inc. Mr. McArthur will join Spark's Board of Directors, having previously been appointed at the Extraordinary General Meeting in June 2019, subject to the registration of Spark's share capital increase.
Transaction Details
Under the terms of the merger agreement, Spark will acquire 100% of Zoosk's shares for a combination of cash and Spark shares, valuing Zoosk at approximately $258 million based on the closing price of Spark ADSs on June 28, 2019.
Following the closing of the merger, Spark has 2,601,037 ordinary shares issued and outstanding underlying 26,010,365 ADSs, with former Zoosk shareholders collectively owning 49.9% of the combined company.
Spark will issue 12,980,000 ADSs to former Zoosk shareholders valued at $153 million based on the closing price of Spark ADSs of $11.78 on June 28, 2019. Additionally, the merger agreement provides for cash consideration of $105 million, subject to adjustment (which will be funded by the incurrence of a new $125 million senior secured credit facility).
The transaction closed following approval of Spark Networks SE shareholders, along with receipt of a permit authorizing the issuance of the ADSs and the satisfaction of other customary closing conditions.
Piper Jaffray & Co. acted as exclusive financial advisor to Zoosk on the proposed transaction and Fenwick & West LLP served as legal counsel to Zoosk. In addition, Piper Jaffray & Co. arranged staple financing for Zoosk. Morrison & Foerster LLP served as legal counsel to Spark.
ABOUT SPARK NETWORKS SE
Spark Networks SE is America's second largest dating company, listed on the New York Stock Exchange American under the ticker symbol 'LOV', with headquarters in Berlin, Germany, and offices in New York, Utah and San Francisco. The company's widening portfolio of premium and freemium dating apps include Zoosk, EliteSingles, Jdate, Christian Mingle, eDarling, JSwipe and SilverSingles, among others. Spark Networks SE in its current form is the result of the merger between Affinitas GmbH and Spark Networks Inc in 2017 and the addition of Zoosk Inc in 2019. Spark has over one million monthly paying subscribers globally.
Investors:
Robert O'Hare
Chief Financial Officer
investor@spark.net
Press Enquiries:
Phoebe Dunn
press@spark.net
Non-IFRS Financial Metrics
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, share-based compensation, impairment of intangibles, and non-recurring costs. Adjusted EBITDA is not a measure defined by IFRS. The most directly comparable IFRS measure for Adjusted EBITDA is net (loss)/profit for the relevant period. This measure is one of the primary metrics by which Spark evaluates the performance of its businesses, budget, and forecast and compensates management. Spark believes this measure provides management and investors with a consistent view, period to period, of the core earnings generated from ongoing operations and excludes the impact of items that Spark does not consider representative of its ongoing operating performance, including: (i) non-cash items such as share-based compensation, asset impairments, non-cash currency translation adjustments, (ii) one-time items that have not occurred in the past two years and are not expected to recur in the next two years, including severance, transaction advisory fees, and integration costs, and (iii) discontinued operations. Adjusted EBITDA should not be construed as a substitute for net loss (as determined in accordance with IFRS) for the purpose of analyzing Spark's operating performance or financial position, as Adjusted EBITDA is not defined by IFRS.
Spark's Adjusted EBITDA expectation for the combined company in 2020 does not include certain charges and costs. The adjustments to EBITDA in these periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior quarters, such as (i) non-cash items such as stock-based compensation, asset impairments, non-cash currency translation adjustments related to an inter-company loan and (ii) one-time items that have not occurred in the past two years and are not expected to recur in the next two years. The exclusion of these charges and costs in future periods will have a significant impact on the combined company's Adjusted EBITDA. Spark Networks SE and Zoosk are not able to provide a reconciliation of this non-IFRS financial guidance to the corresponding IFRS measure without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and costs.
Forward-Looking Statements
This document contains 'forward-looking statements' as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause Spark Networks SE's or Zoosk's or the combined company's actual performance or achievements to be materially different from those described in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and neither Spark Networks SE nor Zoosk assumes any duty to update any forward-looking statements. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Such forward-looking statements include, but are not limited to, statements using forward-looking terminology such as 'will' and 'expect;' statements about the benefits of the business combination to the existing brand portfolio and our positioning in the online dating market; statements about the ability to drive superior growth, achieve cost savings, increase margin expansion and improve scale; statements about the transaction providing a clear path to profitability improvements and significantly increasing our ability to invest in innovation and growth initiatives to drive shareholder value; statements about value of the combined company exceeding the value of Zoosk and Spark as stand-alone entities; statements about the strength of Zoosk's dating app; statements about the ability to leverage strengths of each company to provide exceptional user experience and drive shareholder value; statements about the expected size of the combined company; statements about the projected financial results of the combined company for 2020 and beyond; statements about the combined company's subscribers and revenues; statements about the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Spark Networks SE and Zoosk operate; (ii) the ability to promptly and effectively integrate the businesses of Spark Networks SE and Zoosk; (iii) the reaction to the transaction of the companies' customers, employees and counterparties; (iv) diversion of management time on merger-related issues; (v) lower-than-expected revenues, credit quality deterioration or a reduction in net earnings; and (vi) other risks that are described in Spark's public filings with the SEC. For more information, see the risk factors described in Spark Networks' Annual Reports on Form 20-F and other filings with the SEC.
View original content to download multimedia:http://www.prnewswire.com/news-releases/spark-networks-se-closes-zoosk-inc-acquisition-300878537.html
SOURCE Spark Networks SE
Zoosk Update Profile
More and more people are choosing to get to know people online. In the era of today's Internet, new dating applications are created. It is not surprising that the majority of newly-discovered couples are people who made their first online calls thanks to available dating sites or applications downloaded on a smartphone. What really attracts users and what application is most desirable among users in the twenty-first century. No choice is more and more new, fresher dating apps. Some of them are used to actually get to know the other half, while some of them are only for expanding their erotic sensations with quite new people. Each application depends on the requirements and preferences of each user individually. One of the popular dating apps is the Zoosk Premium application for Coins.
The Zoosk is Free application:
This is a dating application that serves not only to get to know new love for life but also to simply meet new people from the neighborhood, kill free time. Some people look for people with whom they could just talk and talk. It is not necessary to submit a declaration in advance that the second half is being sought for a serious relationship. Nobody will accuse anyone of this here. In this application, users also prefer ordinary conversations, like every day. Just to be able to talk to someone just like that. The Free Zoosk application is already very popular among users. An estimated number of about forty million people are registered on a dating site, and more than three million a day sent messages around the world. The application also has more than eight million users who have already verified their profile pictures.
The biggest advantages of the Zoosk for Free application:
The biggest advantage of this application is the fact that the photo has been verified. Every user who wants to create an account on the portal must pass a positive identity verification from the photo. Thanks to that we will have 100% confidence with whom we are actually conversing. This is a rare thing in competitive dating websites. In addition, the application has a built-in chat that allows us to talk like a regular communicator. It works like a classic chat. Everything is fast and efficient. Thanks to that, we do not waste time refreshing the application and logging in every few minutes from the beginning. Most importantly, it's also easy to find a related soul because the Zoosk Premium Messaging Free dating application has an automatic matching of users based on their likes, preferences, and requirements. This greatly facilitates the whole process of meeting new people, because from the very beginning we are dealing with a person with at least a few similar preferences. Thanks to that we do not waste time on random acquaintances who would not have a chance to survive for long. You can not forget about the fact that this portal has the ability to download a mobile application on the phone. Not every dating site allows us, and unfortunately, today, when everyone has a phone with them, the mobile application is much more useful than a computer application. Thanks to this we will have constant contact with all interested persons. Certainly, it will facilitate and improve the contact of many people. It is also worth remembering that the application is linked to facebook, which is why it has gained even more popularity. It makes it very easy for us to use the application and makes contact with other people even more effective.
Premium account:
It is worth mentioning that the account is completely free. Payment is only required if you want to have a premium account. It is an account that allows us to take advantage of several additional services available at that time. Thanks to the payment of an additional premium account, we have the opportunity to reply to new people who are interested in getting to know us. In addition, we have the ability to view profiles of other people, which unfortunately we can not review without having a premium account. You can buy a subscription for one, three, six and twelve months. Each time the price is a bit higher. However, it is worth buying an additional service to be able to fully enjoy the account on the dating site.
Zoosk Update Profile
Subscription payments:
Open the Zoosk app. Tap on the menu icon at the top left corner of your screen. Tap on your photo or nickname. This will take you to your profile. Tap the Add Photos button to upload or take a photo from your phone or the Edit Photos button to delete photos or change your primary photo. From a web browser on your phone or touch device. Open the Zoosk app. Tap on the menu icon at the top left corner of your screen. Tap on your photo or nickname. This will take you to your profile. Scroll down and next to your current location select Edit. Enter your new city or zip/postal code. If you would like to change your country, please contact Zoosk Customer Support. Zoosk began as a Silicon Valley tech startup in 2007, and a dedicated team of developers and innovators turned it into the online dating behemoth we know today. Zoosk is a top-rated dating site and app with tons of chat and matching features, and it can help people build friendships, romances, and relationships on the fly. Click on your Zoosk display name in the top right corner of your screen. Select My Profile. This will take you to your profile where you can view and change your photos, basic information, story, perfect match, and ideal date by clicking the Edit or Add link next to the information you'd like to update. From the app on your mobile phone. Open the Zoosk app. Tap on the menu icon at the top left corner of your screen. Tap on your photo or nickname. This will take you to your profile. Scroll down and next to your current location select Edit. Enter your new city or zip/postal code. If you would like to change your country, please contact Zoosk Customer Support.
Based on current financial trajectories and the synergies identified between the two entities, the acquisition is expected to deliver substantial shareholder value, with Adjusted EBITDA forecasted at over $50 million in 2020, or nearly $2 per share assuming Spark's post-merger share count. Area dating services near clay al.
'I have been very impressed by Jeronimo and his team during this process and I am very confident in their ability to execute the integration plan we prepared together, and make the new combined company even more successful, driving substantial value creation for all shareholders over the next 12 to 18 months,' said Steven McArthur, outgoing CEO of Zoosk, Inc. Mr. McArthur will join Spark's Board of Directors, having previously been appointed at the Extraordinary General Meeting in June 2019, subject to the registration of Spark's share capital increase.
Transaction Details
Under the terms of the merger agreement, Spark will acquire 100% of Zoosk's shares for a combination of cash and Spark shares, valuing Zoosk at approximately $258 million based on the closing price of Spark ADSs on June 28, 2019.
Following the closing of the merger, Spark has 2,601,037 ordinary shares issued and outstanding underlying 26,010,365 ADSs, with former Zoosk shareholders collectively owning 49.9% of the combined company.
Spark will issue 12,980,000 ADSs to former Zoosk shareholders valued at $153 million based on the closing price of Spark ADSs of $11.78 on June 28, 2019. Additionally, the merger agreement provides for cash consideration of $105 million, subject to adjustment (which will be funded by the incurrence of a new $125 million senior secured credit facility).
The transaction closed following approval of Spark Networks SE shareholders, along with receipt of a permit authorizing the issuance of the ADSs and the satisfaction of other customary closing conditions.
Piper Jaffray & Co. acted as exclusive financial advisor to Zoosk on the proposed transaction and Fenwick & West LLP served as legal counsel to Zoosk. In addition, Piper Jaffray & Co. arranged staple financing for Zoosk. Morrison & Foerster LLP served as legal counsel to Spark.
ABOUT SPARK NETWORKS SE
Spark Networks SE is America's second largest dating company, listed on the New York Stock Exchange American under the ticker symbol 'LOV', with headquarters in Berlin, Germany, and offices in New York, Utah and San Francisco. The company's widening portfolio of premium and freemium dating apps include Zoosk, EliteSingles, Jdate, Christian Mingle, eDarling, JSwipe and SilverSingles, among others. Spark Networks SE in its current form is the result of the merger between Affinitas GmbH and Spark Networks Inc in 2017 and the addition of Zoosk Inc in 2019. Spark has over one million monthly paying subscribers globally.
Investors:
Robert O'Hare
Chief Financial Officer
investor@spark.net
Press Enquiries:
Phoebe Dunn
press@spark.net
Non-IFRS Financial Metrics
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, share-based compensation, impairment of intangibles, and non-recurring costs. Adjusted EBITDA is not a measure defined by IFRS. The most directly comparable IFRS measure for Adjusted EBITDA is net (loss)/profit for the relevant period. This measure is one of the primary metrics by which Spark evaluates the performance of its businesses, budget, and forecast and compensates management. Spark believes this measure provides management and investors with a consistent view, period to period, of the core earnings generated from ongoing operations and excludes the impact of items that Spark does not consider representative of its ongoing operating performance, including: (i) non-cash items such as share-based compensation, asset impairments, non-cash currency translation adjustments, (ii) one-time items that have not occurred in the past two years and are not expected to recur in the next two years, including severance, transaction advisory fees, and integration costs, and (iii) discontinued operations. Adjusted EBITDA should not be construed as a substitute for net loss (as determined in accordance with IFRS) for the purpose of analyzing Spark's operating performance or financial position, as Adjusted EBITDA is not defined by IFRS.
Spark's Adjusted EBITDA expectation for the combined company in 2020 does not include certain charges and costs. The adjustments to EBITDA in these periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior quarters, such as (i) non-cash items such as stock-based compensation, asset impairments, non-cash currency translation adjustments related to an inter-company loan and (ii) one-time items that have not occurred in the past two years and are not expected to recur in the next two years. The exclusion of these charges and costs in future periods will have a significant impact on the combined company's Adjusted EBITDA. Spark Networks SE and Zoosk are not able to provide a reconciliation of this non-IFRS financial guidance to the corresponding IFRS measure without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and costs.
Forward-Looking Statements
This document contains 'forward-looking statements' as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause Spark Networks SE's or Zoosk's or the combined company's actual performance or achievements to be materially different from those described in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and neither Spark Networks SE nor Zoosk assumes any duty to update any forward-looking statements. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Such forward-looking statements include, but are not limited to, statements using forward-looking terminology such as 'will' and 'expect;' statements about the benefits of the business combination to the existing brand portfolio and our positioning in the online dating market; statements about the ability to drive superior growth, achieve cost savings, increase margin expansion and improve scale; statements about the transaction providing a clear path to profitability improvements and significantly increasing our ability to invest in innovation and growth initiatives to drive shareholder value; statements about value of the combined company exceeding the value of Zoosk and Spark as stand-alone entities; statements about the strength of Zoosk's dating app; statements about the ability to leverage strengths of each company to provide exceptional user experience and drive shareholder value; statements about the expected size of the combined company; statements about the projected financial results of the combined company for 2020 and beyond; statements about the combined company's subscribers and revenues; statements about the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Spark Networks SE and Zoosk operate; (ii) the ability to promptly and effectively integrate the businesses of Spark Networks SE and Zoosk; (iii) the reaction to the transaction of the companies' customers, employees and counterparties; (iv) diversion of management time on merger-related issues; (v) lower-than-expected revenues, credit quality deterioration or a reduction in net earnings; and (vi) other risks that are described in Spark's public filings with the SEC. For more information, see the risk factors described in Spark Networks' Annual Reports on Form 20-F and other filings with the SEC.
View original content to download multimedia:http://www.prnewswire.com/news-releases/spark-networks-se-closes-zoosk-inc-acquisition-300878537.html
SOURCE Spark Networks SE
Zoosk Update Profile
More and more people are choosing to get to know people online. In the era of today's Internet, new dating applications are created. It is not surprising that the majority of newly-discovered couples are people who made their first online calls thanks to available dating sites or applications downloaded on a smartphone. What really attracts users and what application is most desirable among users in the twenty-first century. No choice is more and more new, fresher dating apps. Some of them are used to actually get to know the other half, while some of them are only for expanding their erotic sensations with quite new people. Each application depends on the requirements and preferences of each user individually. One of the popular dating apps is the Zoosk Premium application for Coins.
The Zoosk is Free application:
This is a dating application that serves not only to get to know new love for life but also to simply meet new people from the neighborhood, kill free time. Some people look for people with whom they could just talk and talk. It is not necessary to submit a declaration in advance that the second half is being sought for a serious relationship. Nobody will accuse anyone of this here. In this application, users also prefer ordinary conversations, like every day. Just to be able to talk to someone just like that. The Free Zoosk application is already very popular among users. An estimated number of about forty million people are registered on a dating site, and more than three million a day sent messages around the world. The application also has more than eight million users who have already verified their profile pictures.
The biggest advantages of the Zoosk for Free application:
The biggest advantage of this application is the fact that the photo has been verified. Every user who wants to create an account on the portal must pass a positive identity verification from the photo. Thanks to that we will have 100% confidence with whom we are actually conversing. This is a rare thing in competitive dating websites. In addition, the application has a built-in chat that allows us to talk like a regular communicator. It works like a classic chat. Everything is fast and efficient. Thanks to that, we do not waste time refreshing the application and logging in every few minutes from the beginning. Most importantly, it's also easy to find a related soul because the Zoosk Premium Messaging Free dating application has an automatic matching of users based on their likes, preferences, and requirements. This greatly facilitates the whole process of meeting new people, because from the very beginning we are dealing with a person with at least a few similar preferences. Thanks to that we do not waste time on random acquaintances who would not have a chance to survive for long. You can not forget about the fact that this portal has the ability to download a mobile application on the phone. Not every dating site allows us, and unfortunately, today, when everyone has a phone with them, the mobile application is much more useful than a computer application. Thanks to this we will have constant contact with all interested persons. Certainly, it will facilitate and improve the contact of many people. It is also worth remembering that the application is linked to facebook, which is why it has gained even more popularity. It makes it very easy for us to use the application and makes contact with other people even more effective.
Premium account:
It is worth mentioning that the account is completely free. Payment is only required if you want to have a premium account. It is an account that allows us to take advantage of several additional services available at that time. Thanks to the payment of an additional premium account, we have the opportunity to reply to new people who are interested in getting to know us. In addition, we have the ability to view profiles of other people, which unfortunately we can not review without having a premium account. You can buy a subscription for one, three, six and twelve months. Each time the price is a bit higher. However, it is worth buying an additional service to be able to fully enjoy the account on the dating site.
Zoosk Update Profile
Subscription payments:
The subscription payment will be charged when you choose the type of payment. It is automatically renewed every month and also immediately collected from our account after our consent at that time. If we would like to cancel the subscription, it should be turned off before it will no longer be paid.
Zoosk Free Membership is expanding with new users from year to year. More and more people use this dating application and successfully find the other half of life. It is worth to start the adventure with Zoosk Subscription Free yourself and have your own assessment after the experience gained by yourself. As everyone knows, everyone expects something different from the application. One person wants love for the whole life, while the other is looking for new friends, contacts without any major obligations. In fact, it's all about just being yourself and pretending no one.
