• Spark anticipates substantial margin development as a result of this deal; targeting over $50 million of Adjusted EBITDA in 2020
• Spark’s monthly paying website subscribers to significantly more than double; surpassing one million globally
• Two-thirds regarding the pro forma merged business money should come from the united states

BERLIN, Germany and SAN FRANCISCO BAY AREA, CA– March 21, 2019 – Spark systems SE (NYSE United states: LOV), a respected global relationship team, today announced their admission into a conclusive arrangement to acquire Zoosk, Inc. The mixture will drive a meaningful rise in Spark’s size, with well over a million monthly spending website subscribers throughout the two systems. Spark anticipates the exchange to operate a vehicle meaningful margin expansion in 2020 and past.

“Zoosk is one of the best dating programs for the North American marketplace, which comprises 1 / 2 of the $5 billion international online dating opportunity,” stated Jeronimo Folgueira, Chief Executive Officer of Spark companies SE. “Similarly, united states has become a vital strategic market for Spark, additionally the center point for the growth projects. The cope with Zoosk creates the 2nd prominent internet dating system in America therefore the next escort service in Cary NC premier publicly-listed online dating team in this field. Over the past 1 . 5 years, the management staff has actually effectively incorporated purchases and created new brand names. Due to these effort, our very own brand collection now include SilverSingles, which will continue to surpass our very own expectations, therefore the Christian Mingle, Jdate and JSwipe brand names, which have all revealed significant enhancement because they comprise acquired in later part of the 2017. Our very own acquisition of Zoosk is among the most transformative offer within our background, so we count on the exchange to right away improve the position from inside the online dating sites market. Making Use Of increased level that is a result of the blend, we see a definite road to success progress and higher chance to spend money on creativity and development projects that’ll push stockholder appreciate.”

With the help of Zoosk, Spark will above double sizes therefore the matched businesses will likely be somewhat more useful than the two stand-alone organizations:

• Following the completion of their integration tactics, Spark anticipates to-drive considerable Adjusted EBITDA margin expansion. In 2020, Spark wants modified EBITDA to meet or exceed $50 million.
• Roughly two-thirds for the matched organization’s money shall be produced in the united states, advancing Spark’s aim of design an ever growing and profitable position of level when you look at the world’s largest online dating marketplace.

“We become excited to greatly help develop these types of an easy and powerful collection of manufacturer that’ll deal with specific user requires from inside the matchmaking markets internationally, while using the very best of both enterprises to generate a first-class platform to provide consumers across these companies,” mentioned Steven McArthur, Zoosk’s CEO, who can become signing up for the panel of Directors of Spark.

Exchange Info

In regards to the agreement, Spark will obtain 100percent of Zoosk’s stocks with a variety of funds and inventory valuing the business at roughly $255 million based on the closure cost of Spark Networks SE stock on March 20, 2019.

Spark will question 12.98 million United states Depository percentage (ADSs) valued at about $150 million according to the closing price of Spark systems SE stock of $11.53 on March 20, 2019. Furthermore, Zoosk investors will receive web profit factor of $95 million at completion and $10 million via a deferred cash payment in December 2020, which is financed through a new $120 million elder protected financial obligation premises.

The transaction is expected to shut early in the 3rd one-fourth of 2019, subject to the acceptance of Spark channels SE investors, bill of a license authorizing the issuance for the ADSs, while the happiness of other traditional closing ailments. Over 75per cent of Spark investors has invested in choose in support of the transaction. The purchase is unanimously approved by the Spark and Zoosk panels of directors.

Because of the time within this transaction and other factors, Spark’s 2019 view is no longer consistent with preliminary 2019 advice offered on August 30, 2018 as part of Spark channels 1st 1 / 2 2018 effects. Spark is concentrated on finishing the post-close merger integration work as effectively as possible, therefore we feel our attempts will result in at least $50 million of Adjusted EBITDA in 2020.

Piper Jaffray & Co. are becoming exclusive economic specialist to Zoosk throughout the proposed purchase and Fenwick & West LLP functions as lawyer to Zoosk. And also, Piper Jaffray & Co. arranged solution funding for Zoosk. Morrison & Foerster LLP offered as legal counsel to Spark.

Governance and Structure

The prevailing Spark companies SE government professionals will control the merged business. Jeronimo Folgueira, continues to act as Chief Executive Officer, Robert O’Hare, as Chief Investment policeman, Michael Schrezenmaier as main functioning policeman, Ben Hoskins as main technologies Officer, Luciana Telles as fundamental advertisements Officer, and Gitte Bendzulla as standard advice. Spark’s head office will remain in Berlin, Germany.

Upon the finishing, Spark companies SE will hire Steven McArthur, Zoosk’s Chief Executive Officer and Deepak Kamra, General Partner at Canaan associates, Zoosk’s largest stockholder, to Spark’s Board of administrators.

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