Facebook announced in February that it would be acquiring WhatsApp for $19 billion pending regulatory approval. All necessary approvals have been granted, and roughly eight months later, the deal is now done.
Last week, the deal cleared the big EU hurdle as Commission Vice President in charge of competition policy, Joaquín Almunia, said, “Consumer communications apps keep European citizens connected and are becoming increasingly popular. While Facebook Messenger and WhatsApp are two of the most popular apps, most people use more than one communications app. We have carefully reviewed this proposed acquisition and come to the conclusion that it would not hamper competition in this dynamic and growing market. Consumers will continue to have a wide choice of consumer communications apps.”
In April, the U.S. Federal Trade Commission approved the deal, but gave Facebook the stipulation that it mustn’t mess with user privacy.
News of the deal’s closure came on Monday in an SEC filing (via TechCrunch), which says:
On October 6, 2014, Facebook, Inc. (the “Company”) completed its previously announced acquisition of WhatsApp Inc., a Delaware corporation (“WhatsApp”), pursuant to the terms of an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) dated as of February 19, 2014, with Rhodium Acquisition Sub II, Inc., a Delaware corporation and wholly owned (in part directly and in part indirectly) subsidiary of the Company (“Acquirer”), Rhodium Merger Sub, Inc., a Delaware corporation, a direct wholly owned subsidiary of Acquirer (“Merger Sub”), WhatsApp, and Fortis Advisors LLC, as the stockholders’ agent.
The acquisition was accomplished by the merger of Merger Sub with and into WhatsApp (the “First Merger”), and upon consummation of the First Merger, Merger Sub ceased to exist and WhatsApp became a wholly owned subsidiary of Acquirer. The surviving corporation of the First Merger then merged with and into Acquirer, which will continue to exist as a wholly owned (in part directly and in part indirectly) subsidiary of the Company. At the closing, all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock were cancelled in exchange for an aggregate of 177,760,669 shares of the Company’s Class A common stock and approximately $4.59 billion in cash to existing WhatsApp securityholders. A portion of the aggregate consideration is being held in escrow to secure the indemnification obligations of the WhatsApp securityholders. In addition, the Company awarded 45,941,775 restricted stock units (“RSUs”) to WhatsApp employees. On the closing date, Jan Koum, WhatsApp’s co-founder and CEO, became a member of the Company’s Board of Directors (the “Board”).
The Company has entered into a registration rights agreement (the “Registration Rights Agreement”) with the stockholders of WhatsApp, the terms of which require the Company to file, following the release of the Company’s earnings report for the third quarter of 2014, a Registration Statement on Form S-3 covering the resale of the shares of the Company’s Class A common stock issued to the stockholders of WhatsApp and certain of their transferees. Except with respect to the indemnification rights provided thereunder, the Registration Rights Agreement shall terminate six months following the closing date or such earlier date when all stock registered in accordance with its terms has been sold. A copy of the Registration Rights Agreement will be filed as an exhibit to the Registration Statement on Form S-3 to be filed the Securities and Exchange Commission (the “SEC”).
The Company issued the shares of Class A common stock described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
A few months ago, a report on global trends in social platform usage found WhatsApp to be the third fastest growing social app behind Snapchat and Kik Messenger. It was ahead of Twitter’s Vine and Facebook’s own Instagram.
Last week, reports emerged that Google is planning to launch a new messaging app similar to WhatsApp.
WhatsApp co-founder and CEO Jan Koum is now a member of Facebook’s Board of Directors.
Image via Wikimedia Commons