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July 15, 2014
09:03 EDTDMDDemand Media to complete tax-free spin-off of Rightside Group
Demand Media announced that the U.S. Securities and Exchange Commission has declared the Rightside Group Registration Statement on Form 10 effective, and that the board of Demand Media has approved the separation of Rightside from Demand Media in the form of a tax-free dividend involving the distribution of all outstanding shares of Rightside common stock to holders of Demand Media common stock on August 1. Demand Media’s board also determined to implement a reverse stock split of Demand Media’s common stock at a reverse stock split ratio of 1-for-5 immediately following the distribution. Under the terms of the distribution and reverse stock split, Rightside common stock will be distributed on August 1 to Demand Media stockholders of record as of close of business on July 25, the record date for the distribution. Demand Media stockholders will receive one share of Rightside common stock for every five shares of Demand Media common stock held by such holders. Following the distribution, Demand Media will effect a 1-for-5 reverse stock split of its outstanding and treasury shares of common stock. Immediately after the distribution is completed, Rightside will be an independent, publicly traded company, and “regular-way” trading of Rightside’s common stock will begin the first trading day after the completion of the distribution. The Rightside stock will be listed on the NASDAQ under the symbol “NAME.” Rightside will own and operate the domain name services business of Demand Media, and Demand Media will operate as a pure-play Internet-based content and media company. Neither company will have any ownership interest in the other.
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