Minority shareholder Glazer Capital LLC announced Wednesday its intention to vote against Squarespace Inc.’s proposed $6.9 billion buyout by private equity firm Permira, citing concerns over the fairness and transparency of the deal. The investment firm, which owns approximately 5.4% of Squarespace’s common stock, expressed its opposition in an open letter to the company’s board of directors, arguing that the proposed sale significantly undervalues Squarespace.
Concerns Over Deal Valuation and Process
Glazer Capital criticized the buyout, which offers $44 per share to Squarespace’s minority shareholders, representing a 15% premium. In its letter, Glazer asserted that the merger consideration is “demonstrably inadequate” and accused Squarespace’s founder and CEO, Anthony Casalena, of orchestrating a self-serving process to retain control over the company’s future.
“Glazer Capital … strongly believes that the merger consideration is demonstrably inadequate and is the product of a self-serving go-private process engineered by a founder-CEO that presently controls, and desires to retain control over, Squarespace’s destiny,” the letter stated.
Squarespace Shareholder Private Deal : Discrepancies in Fairness Opinion
Glazer also pointed out that two critical valuation analyses typically included in mergers and acquisitions fairness opinions were missing from the fairness opinion provided by Centerview Partners, which the board relied on when recommending the deal. These omissions included a premiums paid analysis and a precedent transaction analysis. In contrast, Permira’s adviser, Goldman Sachs, conducted both analyses and, according to Glazer, found that Squarespace’s shares could be valued much higher than $44.
