PFSweb Completes Sale of LiveArea Business to Merkle

PFSweb, Inc. (NASDAQ: PFSW), a global commerce services company, announced that it has completed the sale of LiveArea, its global commerce agency, and client division, to Merkle, Inc., a data technology management company (CXM) within the Dentsu Group’s global enterprise, Dentsu International.

Merkle acquired LiveArea for a total gross amount of $250 million, estimated at a net return of approximately $185 million to $200 million, taking into account the estimated taxes and expenses associated with the transaction. PFSweb used a portion of the net proceeds to fully pay its senior credit lines.

“Led by Jim Butler, the LiveArea team has made great strides over the past two years with the company’s return,” said Mike Willoughby, CEO of PFSweb. “We are confident they will accelerate the momentum by joining the Merkle team and supporting their clients with an even wider range of digital business opportunities. I would like to thank Jim and his team for their contributions to our business and our customers.”

Willoughby concluded: “Once the sale of LiveArea is completed, we will continue to maximize PFS’ growth through quality customer service and operational efficiency. We’re proud of the solid foundation we’ve built and look forward to providing more updates on our second-quarter performance and our business prospects for the rest of the year, including the important holiday peak to come. “

As announced on August 9, 2021, PFSweb will be responsible for the sale of LiveArea as a discontinued business in its second-quarter earnings report, which was delayed by the work required to close this transaction and the necessary financial reporting and other requirements for those sales, including NASDAQ listing requirements. The company is working to complete the accounting process to file Form 10-Q with the Securities and Exchange Commission before the NASDAQ expiration on October 11, 2021, to file and intends the company’s shares to meet the listing requirements.

Raymond James acted as PFSweb’s exclusive financial advisor for the transaction. FisherBroyles, LLP acted as legal advisor to PFSweb in connection with the transaction.

Explore strategic alternatives

As announced on July 6, 2021, PFSweb has hired Raymond James to lead the investigation into a wide range of strategic alternatives for its remaining company, PFS. This broader research process is still ongoing.

“The closing of this LiveArea transaction is an important step in our alternative strategic process,” said Monica Luechtefeld, Chairman of the Board of Directors of PFSweb. “We will continue to work with our consultants to evaluate a wide range of alternatives to maximize shareholder value.”

The Company has not set a timeline for completing this strategic review process and does not intend to comment further on the review process unless or until a specific transaction has been approved by the board of directors or shareholders, or the review process has not been performed is, or otherwise, determined that further disclosure is appropriate or required by law.