Shutterfly, Inc. (NASDAQ:SFLY), the leading retailer and manufacturing
platform dedicated to helping capture, preserve, and share life’s
important moments, today announced the appointment of Ryan O’Hara as
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.
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Ryan is a seasoned executive with experience across a range of
industries. He joins Shutterfly from Move Inc./Realtor.com where he led
a successful turnaround of the business over more than four years as
Chief Executive Officer, more than doubling traffic, conversion and
revenue, while driving value creation. In his time with the company, he
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. During his tenure, he
helped maximize growth and position 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, reinvigorating a
portfolio of assets, driving international growth, and transforming the
digital business through aggressive investment. Previously, he served as
a top leader at Gemstar-TV Guide, successfully building and selling the
company. He has also served in leadership positions across media
companies including BSkyB and Fox Cable Networks, was a management
consultant with PWC, and began his career in brand management for Nestle.
“We are thrilled to welcome Ryan to Shutterfly,” said William Lansing,
Chairman of the Shutterfly Board of Directors. “Following the
acquisition of Lifetouch last year, Shutterfly is poised to continue to
deliver growth in all three divisions and achieve the opportunities
afforded to us through the ongoing integration of Lifetouch. Ryan has a
proven track record of driving transformation through profitable growth
by building high performing teams, driving portfolio business
transformation and invigorating brands.”
“In the search process, we were particularly drawn to Ryan’s
accomplishments in both the digital and manufacturing space, both of
which are key priorities for the continued growth of the Shutterfly
business,” continued Lansing. “While at the helm of Topps, specifically,
he amplified brand relevance while transforming the digital business and
driving technology, design time compression and efficiency into expanded
manufacturing capabilities. Additionally, Ryan has demonstrated a
consistent ability to attract and engage talent and build teams.”
Ryan was a member of the public board of directors of REA Group, which
owns and operates a number of leading property portals throughout 12
countries in Asia. He earned a Bachelor of Arts in Economics from
Stanford University, and a Master of Business Administration from
Harvard Business School.
“I couldn’t be more excited to join Shutterfly’s mission to help
capture, preserve and share life’s important memories,” said O’Hara.
“With a unique consumer value proposition and strong brand identity
across both Lifetouch and Shutterfly, combined with world-class
manufacturing capabilities and technological innovation, I’m thrilled to
join this team and help drive the next chapter of growth.”
Current Shutterfly President and CEO Christopher North announced in
February that he would be leaving Shutterfly at the end of August to
return to the United Kingdom with his family. He has continued to lead
the business during this interim period and will support Ryan in the
transition of his responsibilities over the coming weeks.
“On behalf of the Board, I want to thank Chris for his leadership of the
Company and accomplishments since joining in 2016,” said Lansing. “Under
his leadership, Shutterfly has restructured some operations, developed
the industry-leading mobile app, and completed the transformational
Lifetouch acquisition. Chris and the Shutterfly team have laid the
groundwork for significant future value creation, setting up Shutterfly
for a bright future.”
In a separate press release issued today, Shutterfly announced that it
has entered into a definitive merger agreement with affiliates of
certain investment funds managed by affiliates of Apollo Global
Management, LLC (together with its consolidated subsidiaries, “Apollo”)
(NYSE:APO), a leading global alternative investment manager. Under the
agreement, Apollo will acquire Shutterfly for $51.00 per share in cash,
representing a total enterprise value of approximately $2.7 billion.
About Shutterfly, Inc.
Shutterfly, Inc. is a leading
retailer and manufacturing platform for personalized products and
communications. Founded in 1999, Shutterfly, Inc. has three divisions:
Shutterfly Consumer, Lifetouch, and Shutterfly Business Solutions.
Shutterfly Consumer and Lifetouch help consumers capture, preserve, and
share life’s important moments through professional and personal
photography, and personalized products. The Shutterfly brand brings
photos to life in photo books, gifts, home décor, and cards and
stationery. Lifetouch is the national leader in school photography,
built on the enduring tradition of “Picture Day,” and also serves
families through portrait studios and other partnerships. Additionally,
Shutterfly Business Solutions delivers digital printing services that
enable efficient and effective customer engagement through personalized
communications. For more information about Shutterfly, Inc.(SFLY), visit www.shutterflyinc.com.
Notice Regarding Forward-Looking Statements
This press
release contains “forward-looking” statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, that involve risks
and uncertainties. These forward-looking statements include the Company
being poised to continue to deliver shareholder value through growth in
all three divisions, substantial cost and revenue synergies from the
Lifetouch integration, and the expected timing of, and the ability of
Apollo and the Company to complete, the proposed acquisition of the
Company considering the various conditions to the transaction, some of
which are outside the parties’ control, including those conditions
related to regulatory approvals. You can identify these statements by
the use of terminology such as “guidance”, “believe”, “expect”, “will”,
“should”, “could”, “estimate”, “anticipate” or similar forward-looking
terms. You should not rely on these forward-looking statements as they
involve risks and uncertainties that may cause actual results to vary
materially from the forward-looking statements. Factors that might
contribute to such differences include, among others, decreased spending
as a result of general economic conditions; consumer acceptance of the
Company’s products and services; the Company’s ability to develop
innovative, new products and services on a timely and cost-effective
basis; the Company’s ability to expand its customer base and increase
sales to existing customers; the Company’s ability to meet production
requirements, the failure to satisfy any of the conditions to the
consummation of the proposed acquisition of the Company, including the
approval of the merger agreement by the Company’s stockholders and the
receipt of certain governmental and regulatory approvals; the occurrence
of any event, change or other circumstance that could give rise to the
termination of the merger agreement, the effect of the announcement or
pendency of the proposed transaction on the Company’s business
relationships, operating results and business generally and general
economic conditions and changes in laws and regulations. For more
information regarding the risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in
these forward-looking statements, as well as risks relating to the
Company’s business in general, the Company refers you to the “Risk
Factors” section of its SEC filings, including the Company’s most recent
Form 10-K and 10-Q, which are available on the SEC’s website at www.sec.gov.
These forward-looking statements are based on current expectations and
the Company assumes no obligation to update this information.
Additional Information and Where to Find It
In connection with the proposed acquisition of Shutterfly by Apollo,
Shutterfly will file relevant materials with the SEC, including a
preliminary and definitive proxy statement. Promptly after filing the
definitive proxy statement, Shutterfly will mail the definitive proxy
statement and a proxy card to the stockholders of Shutterfly. SHUTTERFLY
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Stockholders of Shutterfly will be able to obtain
a free copy of these documents, when they become available, at the
website maintained by the SEC at www.sec.gov
or free of charge at www.shutterflyinc.com.
Additionally, Shutterfly will file other relevant materials in
connection with the proposed acquisition of Shutterfly by Apollo
pursuant to the terms of the definitive merger agreement by and among
affiliates of certain investment funds managed by affiliates of Apollo
and Shutterfly. Shutterfly and its directors, executive officers and
other members of its management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Shutterfly
stockholders in connection with the proposed transaction. Information
concerning the interests of Shutterfly’s participants in the
solicitation, which may, in some cases, be different than those of
Shutterfly’s stockholders generally, are available in Shutterfly’s proxy
statement for its 2019 annual meeting of stockholders, which was filed
with the SEC on April 8, 2019. To the extent holdings of securities by
Shutterfly’s directors or executive officers have changed since the
amounts disclosed in its proxy statement, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Additional information regarding these persons and their
interests in the proposed transaction will be set forth in the
definitive proxy statement relating to the proposed transaction when it
becomes available. These documents are available free of charge at the
SEC’s web site at www.sec.gov
or by going to Shutterfly’s website at www.shutterflyinc.com.
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