When investors get a hold of a good merger brewing, they frequently dream of a big premium buyout price. In the case of Shutterfly Inc. (NASDAQ: SFLY), maybe not so much excitement and maybe not so much premium. News was issued by the company that affiliates of funds managed by Apollo Global Management (NYSE: APO) have agreed to acquire Shutterfly for $51.00 per share in cash. The combined enterprise value after including debt is said to be approximately $2.7 billion.
The $50.25 close makes this premium sound nonexistent, but the press release indicated that the price is actually a 31% premium to the $38.91 shares price of April 23, 2019. That is the last trading day before a media report was published speculating that affiliated funds of Apollo were considering a bid for Shutterfly.
While nothing can be assured these days, this is not the sort of merger that will face regulatory blockage. Shutterfly’s press release indicated that its own board of directors unanimously approved the agreement. The board also recommended that Shutterfly’s stockholders vote in favor of the transaction, which remains up for debate. What matters here is that Shutterfly, even at $51, is barely half of its 52-week stock high of $98.50. That said, just three fund management groups actually owned 35% of Shutterfly shares as of the end of March and institutional money has close to 100% of the outstanding shares.
The time to close this merger may seem longer than others in private equity. Monday’s press release indicated that the deal was expected to close by early in the fourth quarter 2019 and that the deal is subject to customary closing conditions (including approval by Shutterfly stockholders and regulatory approval). Financing for the acquisition will be provided by Barclays, Citigroup and SunTrust Robinson Humphrey.
Shutterfly saw huge growth in 2018 when sales rose to $1.96 billion from $1.19 billion in 2017, but the company is not expected to grow as fast as it once was and the business has matured. With sales of 1.96 billion in fiscal year 2018, the Refinitiv consensus analyst target is $up 10.4% to $2.17 billion for 2019 and then up just 2.8% to $2.23 billion in 2020.
2019 is expected to be a retooling year for its operating earnings with Refinitiv calling for $0.79 in earnings per share. That is lower than in 2018 earnings per share of $1.45, but earnings are expected to recover to $1.70 per share in 2020.
By some measurements Shutterfly is expensive. By other metrics, particularly for online and service models that don’t pertain to traditional companies, Shutterfly may be cheap.
Shutterfly shares were last seen trading down 0.7% at $49.90 on Monday after the close. Maybe this is a big premium to when the speculative news broke, but the investing community is far from excited about the deal’s initial look.
Shutterfly has a 52-week range of $35.08 to $98.50. This was basically a $40 stock at the start of 2019.
William Lansing, Shutterfly’s board chair, said of the deal:
Earlier this year, Shutterfly announced the formation of a Strategic Review Committee to continue the Board of Directors’ ongoing review of strategic alternatives for the company. We ran a broad and comprehensive process, engaging with a significant number of potential buyers, and are pleased that the process culminated in a transaction that maximizes value for Shutterfly stockholders. We look forward to working closely with Apollo as we continue to build a compelling service that enables deeper, more personal relationships for our customers, and to advance our digital and manufacturing capabilities to support sustainable growth… What began as a digital photo printing company is now a large and diversified business that has successfully evolved with our customers. As we enter this exciting new chapter for Shutterfly, Apollo is an ideal strategic partner, as they will provide additional resources and industry knowledge while we continue to work on our important business initiatives.
David Sambur, a senior partner at Apollo, said of the deal:
Shutterfly has cultivated a deep connection with customers through its three divisions, Shutterfly Consumer, Shutterfly Business Solutions and Lifetouch, each of which we view as exceptional platforms with leading positions in their respective segments. At a time when billions of photos are taken every day, Shutterfly has led the charge as a pioneer of personalized photo products and school photography, helping consumers capture, preserve and share life’s most important moments. We are excited to work with Shutterfly’s leadership and talented team of dedicated employees to grow each of the businesses and further enhance customer relationships across both Shutterfly and Lifetouch.