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Blackhawk Network To Be Acquired By Silver Lake And P2 Capital For $3.5 Bln

Blackhawk Network Holdings Inc. (HAWK) said that Silver Lake and P2 Capital Partners have agreed to acquire Blackhawk in an all-cash transaction for a total consideration of about $3.5 billion, which includes Blackhawk's debt.

As per the terms of the agreement, Blackhawk stockholders will receive $45.25 per share in cash upon closing of the transaction, representing a premium of 24.0% over Blackhawk's closing share price of $36.50 on January 12, 2018 and a premium of 29.3% over the average closing share price during the 90 calendar days ended January 12, 2018.

Upon completion of the transaction Blackhawk will operate as a private company under the leadership of the current management team. Blackhawk's Board of Directors has unanimously approved the definitive merger agreement and recommends that stockholders vote in favor of the transaction.

The definitive agreement has fully committed debt and equity financing, including an approximately $1.7 billion equity commitment from Silver Lake. P2 Capital Partners, which beneficially owns approximately 5.4% of Blackhawk's outstanding common stock, has committed to vote in favor of the proposed transaction.

The transaction, which is expected to close mid-2018, is subject to customary closing conditions, including receipt of stockholder and regulatory approvals.

The definitive merger agreement permits Blackhawk's Board of Directors and its advisors to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals through February 9, 2018.

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