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Shutterfly to Acquire Tiny Prints

March 21, 2011
REDWOOD CITY, CA—March 21, 2011—Shutterfly Inc., a leading Internet-based social expression and personal publishing service, has entered into an agreement to acquire Tiny Prints, a privately-held company based in Sunnyvale, CA. Tiny Prints operates tinyprints.com and weddingpaperdivas.com, two fast growing e-commerce brands offering cards, invitations, personalized stationery and photo books. Upon the closing of this transaction, the three co-founders, together with the entire Tiny Prints team will join Shutterfly.

“Shutterfly and Tiny Prints share a common passion: providing customers with innovative, high quality premium products, stylish designs and exceptional customer service,” said Jeffrey Housenbold, President and CEO of Shutterfly. “Together, we will build on our portfolio of iconic brands and combine our passionate, entrepreneurial employees to truly transform the cards and stationery market. We believe the integration of our businesses will create near-term and long-term opportunities for enhanced merchandising, accelerated product innovation and significant scale efficiencies in manufacturing, customer service and marketing. We are excited to welcome the entire Tiny Prints team to Shutterfly.”

“Like Shutterfly, Tiny Prints has experienced rapid growth in recent years," said Ed Han, Tiny Prints co-founder and CEO. ”By merging with Shutterfly, we will benefit from the many synergies and efficiencies between our organizations, enabling Tiny Prints to continue delighting our customers with a broader array of stylish and innovative products and services while growing our brands and maintaining our talented team.”

Under the terms of the definitive agreement, Shutterfly will acquire all of the outstanding stock of Tiny Prints in exchange for approximately $141 million in cash and approximately 3.9 million shares of Shutterfly common stock. In addition, Shutterfly will reserve approximately 1.4 million shares of common stock as consideration for the vested and unvested Tiny Prints employee equity awards assumed by Shutterfly.

The structure of the transaction includes a fixed exchange ratio for the equity component of the consideration and provides for certain adjustments, including for working capital and net cash and debt balances at closing. As a result of these closing date adjustments, the actual consideration amounts may differ from the amounts reported today.

Subject to the satisfaction of various closing conditions, Shutterfly currently anticipates that the transaction will close in approximately 30 to 60 days. Tiny Prints stockholders will own approximately 12% of the pro forma combined company. Tiny Prints outside investors will be subject to a six-month lock-up on the sale of Shutterfly shares received in the transaction and the Tiny Prints founders will be subject to a staggered 18-month lock-up. In addition, approximately 9% of the acquisition consideration will be held in escrow for 12 months.
 

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