Shutterfly has completed the acquisition of Tiny Prints, a privately-held ecommerce company offering cards, invitations, personalised stationery and photo books. Shutterfly believes the acquisition will accelerate growth in its cards and stationery offering and provide the opportunity for significant financial synergies through vertical integration.
Under the terms of the agreement, Shutterfly acquired all of the outstanding stock of Tiny Prints in exchange for approximately $146.5 million in cash and approximately 4.0 million shares of Shutterfly common stock. In addition, Shutterfly has reserved approximately 1.4 million shares of common stock as consideration for the vested and unvested Tiny Prints employee equity awards assumed by Shutterfly.
Tiny Prints stockholders own approximately 12% of the pro forma combined company. Tiny Prints outside investors will be subject to a six-month lock-up on the sale of Shutterfly shares received in the transaction and the Tiny Prints founders will be subject to a staggered 18-month lock-up. In addition, approximately 9% of the acquisition consideration will be held in escrow for 12 months.
Shutterfly plans to provide Q2 2011 and FY 2011 financial guidance as part of its Q1 2011 earnings release and conference call on April 27, 2011.
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