Post Wed Feb 19, 2014 7:22 pm

Facebook to Buy WhatsApp for $19 Billion

Jan Koum.jpg
Jan Koum, founder of messaging service WhatsApp, in Munich, Germany, on Jan. 20, 2014.

Facebook Inc. said it will pay $19 billion in cash and stock to acquire smartphone-messaging app WhatsApp Inc., a deal that further emphasizes the social network's mobile push.

WhatsApp allows users to send text messages free over the Internet, bypassing wireless carriers that may charge users to send messages over their networks. Texting apps are especially costing wireless carriers, which for years relied on the services for the bulk of their revenue.

WhatsApp claims 450 million people use its service each month and 70% of those people are active on a given day. It also claims it is adding more than 1 million new registered users a day.

"WhatsApp is on a path to connect 1 billion people," said Facebook founder and Chief Executive Mark Zuckerberg.

WhatsApp will continue to operate independently and retain its brand, while co-founder and CEO Jan Koum will join Facebook's board, bringing the total number of members to nine.

WhatsApp will remain based in Mountain View, Calif., and Facebook said its own messenger app and WhatsApp's core messaging product will continue to operate as separate applications.

Facebook said in a regulatory filing that it would acquire all outstanding stock and options in WhatsApp for about 183.9 million of its shares, valued at about $12 billion. The deal also includes $4 billion in cash and an additional $3 billion in restricted stock units to be granted to WhatsApp's founders and employees.

In an interview with The Wall Street Journal in December, Mr. Koum attributed the company's steady growth to his company's "focus on messaging." Unlike competing messaging apps that make money with advertising or games, "we want to get out of the way. We want to let people have a conversation."

At the time, he also said the company had no plans to sell or launch an initial public offering or seek new funding.

The deal marks the latest signal that Facebook is willing to pay huge sums to acquire rival apps that gain sway with consumers. The company in 2012 agreed to pay $1 billion in cash and stock to buy Instagram, a popular app used to help people share photos.

Facebook also reportedly offered to pay close to $3 billion or more to acquire messaging service Snapchat, though that offer was spurned.

Facebook was slow to embrace a global shift away from desktop computing to mobile phones, opening it up to scrutiny from investors since its IPO in 2012. But its latest quarterly results illustrated the company is managing that transition as mobile advertising now makes up more than half of its total advertising revenue.

In the event the merger is terminated if regulatory approval isn't achieved, Facebook would pay WhatsApp a $1 billion cash breakup fee and issue $1 billion in Facebook shares.

Facebook was advised by Allen & Co. LLC and Weil, Gotshal & Manges LLP, while WhatsApp was advised by Morgan Stanley and Fenwick & West LLP.

Facebook intends to host a conference call later Wednesday to discuss the merger. The news sent Facebook shares down about 3% in after-hours trading.

Source: WSJ
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