Edgecast Valued at $120M (0.5x 2021 Revenue) in Closing Transaction with Limelight Networks
In June, Edgio closed on the acquisition of Edgecast from Yahoo (Apollo Global Management) and it was widely reported that the deal for the company valued Edgecast at close to $300 million, which is incorrect. While the initial value for Edgecast was $185 million, Apollo gave Edgio $30 million in cash as part of the deal. They also gave Edgio a second $35 million cash payment for customary working capital adjustments, in exchange for 8 million shares in Edgio, the newly combined entity consisting of Limelight, Layer0 and Edgecast. One could argue that if you subtract the $65 million in cash Apollo gave Edgio, Edgecast was really valued at $120 million, or less than half of Edgecast’s 2021 revenue of $285 million. Here’s a breakdown on the deal terms.
Yahoo received 72 million shares from Edgio for the acquisition based on a locked in 30-day trailing VWAP (Volume-Weighted Average Price) of $4.12 a share. But the effective price of Limelight shares (Limelight has since changed its ticker symbol and now trades under EGIO) at closing was approximately $2.30, so the net price Edgio paid based on shares issued and their market value was approximately $165 million.
As happens in every M&A situation, there are customary working capital adjustments at close, which amounted to approximately $35 million. In essence Edgecast was coming over with about $35 million more of assets. So Apollo, who was bullish on Edgio’s new strategy, decided to take 8 million shares in exchange for the assets. Apollo only got 8 million shares for that investment because it was based on the deal locked in VWAP price of $4.12. So in effect, Edgio issued another 8 million shares to Apollo in return for $35 million more of cash at closing indexed to Edgio’s locked-in VWAP price of $4.12. A 68% premium to the current price.
Yahoo (Apollo) can also receive up to an additional 12.7 million shares of Edgio, representing up to $100 million of additional deal consideration, over the period ending on the third anniversary of the closing of the transaction, subject to the achievement of share-price targets. Edgio stockholders now own approximately 65% of the combined company, while Yahoo will own approximately 35% respectively.
The final outcome of the deal is that Limelight more than doubled their revenue for $185 million and also got an additional $65 million of cash to go with it. So arguably Limelight’s final net price for Edgecast was approximately $120 million for the transaction. This is by far the best deal we have ever seen negotiated by a CDN vendor in acquiring a rival CDN, where the company wasn’t going under.
Note: I have never bought, sold or traded stock in any company that offers content delivery services – ever. Even in my managed accounts, no CDN vendor is included. I do not make money in any way, based on the share price of any CDN vendor.