June 11, 2019

Ryan O’Hara will take over as President and Chief Executive Officer of Shutterfly Inc. on June 24, 2019.

Investors to acquire Shutterfly, Inc., name new CEO

The American photo and imaging print services services provider, Shutterfly, Inc., has entered into a definitive agreement with affiliates of the Apollo Funds, a group of investment funds managed by affiliates of Apollo Global Management, LLC. Under the terms of the agreement, Apollo Funds will acquire all the outstanding shares of Shutterfly for US$ 51.00 per share in cash, making up for a total enterprise value of approximately US$ 2.7 billion, and a premium of 31 percent compared to Shutterfly’s unaffected closing stock price of US$ 38.91 on April 23, 2019, the last trading day before a media report was published speculating that Apollo Funds were considering a bid for the company.

Shutterfly’s Board of Directors unanimously approved the agreement with the Apollo Funds and recommends that Shutterfly stockholders to vote in favor of the transaction.

“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,” said William Lansing, Shutterfly’s Chairman of the Board. “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.  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.”

“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,” said David Sambur, Senior Partner at Apollo. “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.”

The transaction is expected to close by early fourth quarter 2019. The transaction is subject to customary closing conditions, including approval by Shutterfly stockholders and receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Upon completion of the transaction, Shutterfly will become a privately held company, and its shares will no longer be listed on the NASDAQ Global Select Market.

In a separate press release, Shutterfly announced the appointment of Ryan O’Hara as its President and Chief Executive Officer, effective June 24, 2019. When Ryan joins the company, he will simultaneously be appointed to serve as a director on the Shutterfly Board of Directors.

O’Hara, a seasoned executive with experience across a range of industries, joins Shutterfly from Move Inc./, where he led a successful turnaround of the business over more than four years as Chief Executive Officer. In his time with the company, he more than doubled traffic, conversion and revenue, built a new senior management team, turbo-charged marketing through brand investment and multi-channel execution and drove digital product innovation across all platforms with a specific emphasis on mobile, all while growing businesses organically from the core.

Prior to Move Inc., Ryan served as President of Content, Distribution and Sales for The Madison Square Garden Company, where he helped maximizing growth and positioning a restructuring of the business. In addition, he led the national cable TV business and partner marketing and advertising sales, while developing and implementing an overall strategic vision to maximize the company’s technological capabilities.

Ryan also served as the CEO of The Topps Company, served as a top leader at Gemstar-TV Guide, and also worked in leadership positions at BSkyB and Fox Cable Networks, PWC, and began his career in brand management for Nestle.

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