The Technology M&A team advised Limelight Networks (Nasdaq: LLNW) in its definitive agreement to acquire Yahoo's Edgecast in an all-stock transaction. Edgecast is a business unit of Yahoo, which is owned by funds managed by affiliates of Apollo (NYSE: APO) and Verizon Communications (NYSE: VZ).
Under the terms of the agreement, Yahoo will initially receive approximately 72.2 million shares of Limelight common stock, subject to customary closing adjustments, valuing Edgecast at approximately $300 million based on the 30-day trailing VWAP of $4.12. The purchase price also includes a $30 million investment in the combined company by Apollo and their co-investors, through their ownership of Yahoo. Yahoo can also receive up to an additional 12.7 million shares of Limelight, representing up to an additional $100 million in deal consideration, over the period ending on the third anniversary of the closing of the transaction, subject to the achievement of certain share-price targets. Upon closing of the transaction, current Limelight stockholders will own approximately 68.1% of the combined company, or approximately 64.5% under the assumption that Limelight achieves all share price targets under the conditional consideration agreement, while Yahoo will own approximately 31.9% or 35.5%, respectively.
The combined company will operate as Edgio.
The transaction, which has been unanimously approved by the Board of Directors of both companies, is currently expected to close in the second half of 2022, subject to receipt of regulatory approvals and the satisfaction of other customary closing conditions.
Limelight Networks is an industry-leader in edge access and content delivery services that provides powerful tools and a customer-first approach to optimize and deliver digital experiences at the edge.
The Goodwin team was led by Nathan Hagler, Joshua Zachariah, John Haggerty and Mitzi Chang, and associates Zoya Holladay, Michael Gomez, William Stanton and Bryan Kultgen, Tevia Pollard and Gabriel Choi (Corporate). The team also included Koray Bulut, Jacob Osborn and Carrie Miller (Global Trade); Alexandra Denniston, Eric Graffeo and Ora Grinberg (Tax); Joel Lehrer (IP); Andrew Lacy, Elliot Silver, Simone Waterbury, and Michael Casaburi (Antitrust); Karl Dragosz (Privacy); Ai Tajima and Danny Adames (Insurance); Andrew Davis and Jack Christian (UK Counsel); and Kristopher Ring (Debt Finance).
For additional details on the transaction, please read the press release.