Just prior to its much-hyped stock market debut, Facebook Inc. (Nasdaq: FB) agreed to buy the photosharing website Instagram for $1 billion in cash and stock. Now, with the world's biggest social network trading at half its IPO price, the Instagram deal doesn't look nearly as sweet.
The New York Times notes that Instagram agreed to receive $300 million in cash and 23 million shares of Facebook stock, valued at around $30. On Monday afternoon Facebook was trading around $19.89 -- or less than two thirds of the price agreed to in April -- cutting the value of the deal to about $735 million. Based on terms of the sale, which hasn't closed, Instagram's founders are out some $300 million.
It could have been avoided. A floating share exchange ratio agreement would have guaranteed that Instagram's team received the same price, regardless of what Facebook shares were selling for, although they would have also given up any potential gains, said the New York Times. Another tool, the stock collar, would have cushioned any losses or gains by guaranteeing that the number of shares issued would be within a certain range. Instagram also could have reserved the right to call off the deal if Facebook's stock plunged.
But Instagram chose to include none of these provisions. It isn't clear why it didn't seek any protection -- the relative youth of the company's leaders and Facebook's bullish IPO stance may have been factors.
Facebook still needs approval from U.S. regulators to close the deal. A hearing is scheduled on Aug. 29, which is expected to be uneventful. If the deal is rejected, Instagram will get a $200 million breakup fee. Otherwise, it will still receive a windfall from Facebook, though likely a smaller one than initially envisioned.
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