Register.com Announces Sale of Company to Vector Capital for $7.81 per Share

Tuesday, August 09, 2005

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Transaction Valued at Approximately $200 Million

Register.com, Inc. today announced that the Company has signed a definitive merger agreement to be acquired by Vector Capital Corporation, a San Francisco-based private equity firm. The all-cash deal is subject to stockholder approval and other customary conditions, but is not subject to any financing contingencies.

Under the terms of the agreement, Register.com stockholders will receive $7.81 in cash for each share of Register.com common stock. The fully diluted equity value of the transaction is approximately $200 million. On June 10, 2005, the Company received an acquisition proposal from RCM Acquisition Co. LLC to purchase the Company for $7.10 per share in cash, which offer was rejected as inadequate. RCM is affiliated with James A. Mitarotonda, a member of Register.com's Board of Directors. The transaction with Vector is the result of the Company's extensive sale process, commenced on June 20, 2005.

The per share cash consideration to be paid by Vector represents a 21% premium over the closing price of Register.com's stock on June 8, 2005, the last trading day before RCM publicly disclosed its indication of interest with respect to the Company, and an approximate 18% premium over the average closing price for the last 90 trading days ending yesterday.

Register.com's Board of Directors has approved the transaction and the merger agreement and recommends that Register.com's stockholders approve the merger agreement. "We are very pleased with this transaction," said Mitchell I. Quain, Chairman of the Board of Directors of Register.com. "We ran a full process in order to maximize stockholder value. The Company explored the interest of a number of different potential parties and the Board is confident that this deal is fair and in the best interests of Register.com and its stockholders."

"What most attracted us to Register.com is its impressive customer base, talented employees, award-winning customer service and well-known brand," commented Alex Slusky, Managing Partner of Vector Capital. "In the coming months and years, we look forward to introducing additional high-value products and services to our small business and large enterprise customers."

"Vector Capital correctly recognized the great opportunity of owning one of the Internet's premier brands," said David L. Moore, Interim Chief Executive Officer of Register.com. "Register.com's stockholders are receiving an attractive price, and Register.com's customers and employees will be in good hands under Vector's stewardship."

The transaction is expected to close in the fourth quarter of 2005 and is subject to Register.com stockholder approval, and customary conditions and regulatory approval. Following the submission of preliminary proxy materials to the Securities and Exchange Commission, the Company will schedule the date of a special meeting of stockholders to vote on the transaction. Register.com has postponed its 2005 Annual Meeting of Stockholders, previously set for September 8th.

Credit Suisse First Boston acted as financial advisor and Wachtell, Lipton, Rosen & Katz and Kronish Lieb Weiner and Hellman LLP acted as legal advisors to Register.com in connection with the transaction. O'Melveny & Myers LLP acted as legal advisor to Vector Capital.

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Source: PRNewswire