John Malone’s Liberty Interactive plans to acquire Zulily, an e-commerce company focused on clothing and lifestyle products, for $2.4 billion in cash and stock, hoping the site will give a sexier sheen to the 29-year-old QVC business.
Under the proposal, Zulily will remain a separate brand and continue to be run by its existing management team. Liberty Media said QVC and Zulily will have numerous areas to collaborate: The e-commerce player will be able to tap into QVC’s global reach, vendor relationships and video commerce expertise, while QVC will get a boost from Zulily’s younger-skewing customer demo and personalization and e-commerce capabilities.
Zulily’s business “fits perfectly with the QVC philosophy,” Greg Maffei, Liberty Interactive president and CEO, said in announcing the deal. “Combined under Liberty, we have an incredible opportunity to delight shoppers from the TV to the Internet.”
With the addition of Zulily, QVC Group will have an annual run rate of approximately $5 billion in e-commerce revenue. In 2014, Zulily reported $1.4 billion in revenue and net income of $14.9 million.
Zulily, founded in 2010, launched an initial public offering in November 2013. Prior to going public, the Seattle-based company had raised about $139 million from investors including Andreessen Horowitz, Meritech Capital Partners, August Capital and Trinity Ventures.
“QVC has built an amazing business with a great culture and incredibly similar understanding for bringing entertainment, discovery and value into the daily customer experience,” Darrell Cavens, president and CEO of Zulily, said in a statement. “This combination under Liberty is about investing in our future and providing a tremendous opportunity to accelerate our platform for growth of the Zulily brand through the partnership with QVC.”
QVC CEO Mike George added, “In Zulily, we see a like-minded brand that shares our passion for discovering great products, for delivering honest value, and for building long-term relationships with customers.”
In connection with the deal, Mike George is being appointed to the executive committee of Liberty Interactive’s board alongside Malone and Maffei. Cavens will report directly to Mike George and the other members of the executive committee. In addition, Zulily co-founder Mark Vadon will join the Liberty Interactive board.
Under the deal terms, Liberty Interactive will issue Zulily shareholders $9.375 per share in cash and 0.3098 of newly issued shares of QVC for each Zulily share. The cash is expected to come from cash on hand at Zulily and QVC’s revolving credit facility.
The transaction has been approved by the boards of directors of both companies and is anticipated to close during the fourth quarter of 2015.
In the transaction, Baker Botts LLP is acting as legal adviser for Liberty Interactive. Goldman Sachs is financial adviser for Zulily and Weil, Gotshal & Manges LLP and Cooley LLP are acting as legal advisers.
