Spark Networks, Inc. (“Spark”) (NYSE MKT: LOV) and Affinitas GmbH (“EliteSingles”), which operates premium online dating platforms EliteSingles, eDarling and Attractive World, today announced that they have entered into a definitive agreement to combine in a stock-for-stock merger, creating one of the world’s largest online dating providers with a portfolio of premier global brands. The combination will create a company with more than $115 million of pro forma combined revenue over the twelve months ended March 31, 2017 and nearly 500,000 period-ending global subscribers as of March 31, 2017. (1)
Danny Rosenthal, Spark’s Chief Executive Officer, commented, “We are thrilled to be combining with such a natural partner. The scale, data analytics, and significant operating expertise that EliteSingles brings will enhance our existing brand portfolio. Together, we will be a global leader in online dating, with the opportunity to drive growth across our entire platform.”
“We have a clear vision of becoming the global leader in premium dating and this transaction is an important step towards that goal,” said Jeronimo Folgueira, Chief Executive Officer of EliteSingles. “By combining the market leader in religious dating with EliteSingles’ portfolio of strong brands, we will create a singular entity, well-positioned to benefit from increased scale and improved financial strength. Together, we will leverage the strengths of each company to provide an exceptional user experience and drive shareholder value.”
Increased Scale: With nearly 500,000 period-ending subscribers and over $115 million in revenue for the twelve months ended March 31, 2017, the combined company would be one of the world’s largest online dating providers on a pro forma basis. Spark Networks SE will be well-positioned to invest in new technologies and leverage both the EliteSingles and Spark technology platforms to deliver an enhanced customer experience, increase brand awareness through expanded marketing, and pursue growth opportunities.
Diversified Global Platform: The transaction brings together Spark’s portfolio of premium brands – including JDate, JSwipe, and ChristianMingle – with fast-growing brands EliteSingles, eDarling, and Attractive World, which collectively grew revenue by more than 20% in 2016. Together, these brands will cater to a broad spectrum of users with a presence in 26 countries, creating a more diverse and balanced footprint. On a combined basis, North America represented 40% of the pro forma 2016 revenue, with the remaining 60% generated from international markets, including France, U.K., Australia and Israel.
Attractive Financial Position:(1) On a projected 2018 basis, the combined company is expected to generate between $118 – $122 million in revenue and between $18 – $22 million in Adjusted EBITDA, driven by incremental revenue growth and identified cost savings.
EliteSingles shareholders will own approximately 75% of the combined company and Spark shareholders will own approximately 25%. The new public entity is expected to be listed on the NYSE MKT exchange through an American Depositary Receipt (“ADR”).
The transaction has been approved by Spark’s Board of Directors and is expected to close in the fourth quarter of 2017, subject to Spark shareholder approval, and the satisfaction of certain other customary closing conditions. Shareholders representing approximately 35% of the outstanding Spark shares have agreed to vote their shares in favor of the transaction.
Governance and Structure
The combined company will be organized as a European company. The combined company will be named Spark Networks SE and will be headquartered in Berlin, Germany and maintain a significant U.S. presence with offices in New York City and Lehi, Utah. Jeronimo Folgueira, CEO of EliteSingles, will serve as Chief Executive Officer and Robert O’Hare, Spark’s Chief Financial Officer, will continue in that role with the combined company. Michael Schrezenmaier, Managing Director of EliteSingles, will become Chief Operating Officer.
The Board of Directors will be comprised of seven directors, including three to be selected by EliteSingles, one to be selected by Spark, and three to be mutually agreed upon by EliteSingles and Spark.
(1) Financials are pro forma and unaudited.
Spark and EliteSingles will host a conference call at 7:30 AM Pacific Time tomorrow (10:30 AM Eastern Time), May 3, 2017, to discuss the transaction. Following the prepared remarks, the call will include a question-and-answer session.
Toll-Free (United States): 1-877-705-6003
Spark will also host a webcast of the call, which will be accessible in the Investor Relations section of Spark’s website at http://investor.spark.net.
A replay will be available from approximately three hours after completion of the call, and will run until May 17, 2017.
Toll-Free (United States): 1-844-512-2921
Non-GAAP Financial Metrics
Adjusted EBITDA guidance for 2018 for the combined company does not include certain charges and costs. The adjustments to EBITDA in future 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 and EliteSingles are not able to provide a reconciliation of the combined company’s non-GAAP financial guidance to the corresponding U.S. GAAP measure without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and costs.