Glazer Capital Reports 7.1% Passive Bumble Stake, 9,427,481 Shares, Ahead Of $6.05-A-Share Buyout
Glazer Capital's passive ownership filing lists 7.1% of Bumble while the all-cash sale to Ithaca Holdings, at $6.05 a share, is pending.
Glazer Capital and its managing member, Paul J. Glazer, reported owning 9,427,481 Bumble shares, or 7.1% of the common stock, in a Schedule 13G (a passive ownership disclosure) filed Tuesday. The event date on the filing is October 13, and the stake sits inside a pending all-cash sale of Bumble to Ithaca Holdings.
What the Schedule 13G says
The 7.1% is the cover-page figure. Both reporting persons list sole voting power of 0 and shared voting and dispositive power over all 9,427,481 shares.
The shares are held by funds and managed accounts for which Glazer Capital is investment manager. One of those funds, Glazer Capital Enhanced Master Fund, has the right to receive proceeds from the sale of more than 5% of the common stock outstanding.
The filers certified that the shares were not acquired and are not held to change or influence control of Bumble. The filing also says it should not be read as an admission that the reporting persons are beneficial owners of the shares.
The buyout around the stake
Ithaca Holdings has agreed to buy Bumble for $6.05 per share in cash, a valuation of $1.3 billion. Bumble shares closed Tuesday at $5.95, down 0.17%, a little below the offer. Its market capitalization at that close was $786,531,151.
Blackstone and founder Whitney Wolfe Herd together hold 83.7% of voting power. Their written consent supplied stockholder approval, so no further vote is planned. Wolfe Herd's shares may roll over into the post-merger company, an option not offered to other holders.
Law firms including Halper Sadeh have said they are investigating whether the price is fair to shareholders.
For Glazer's funds, the filing's own wording points to proceeds from a sale: one fund has the right to receive proceeds on more than 5% of Bumble's common stock.
Sources
- SCHEDULE 13G — Glazer Capital, LLC re: Bumble Inc (BMBL) — SEC EDGAR
- Bumble And Penske Automotive: Two Buyouts, Two Very Different Stories – Merger Arbitrage Mondays (NASDAQ:BMBL) | Inside Arbitrage | Seeking Alpha Investing Groups — seekingalpha.com
- Key deals this week: International Paper, IonQ, Bumble, and more (VRNS:NASDAQ) | Seeking Alpha — seekingalpha.com
- BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of — globenewswire.com
- Investor Alert: Bumble (BMBL) $6.05 per Share Merger with Ithaca Holdco is being Investigated for Potential Breaches of Fiduciary Duties — prnewswire.com
- BMBL Stock Alert: Halper Sadeh LLC is Investigating Whether Bumble Inc. is Obtaining a Fair Price for its Shareholders — businesswire.com