Mike Isaac

Recent Posts by Mike Isaac

Face-tagram Is Almost a Lock: FTC Closes Investigation on Facebook/Instagram Deal

The Federal Trade Commission announced on Wednesday that it had closed its investigation into Facebook’s proposed billion-dollar acquisition of Instagram, the popular mobile photo sharing application.

“The Federal Trade Commission has closed its nonpublic investigation of Facebook’s proposed acquisition of Instagram, Inc. without taking any action,” the FTC wrote in a news release. “Accordingly, the deal may now proceed as proposed.”

That’s essentially the legal way of stating that the deal hasn’t actually closed, but Facebook doesn’t need to expect any antitrust regulatory action coming from the FTC.

“We are pleased that the Federal Trade Commission has cleared the transaction after its careful and thorough review,” a Facebook spokesperson told AllThingsD in a statement.

I’m sure Kevin Systrom and his merry band of Instagram developers are happy too, though admittedly not as happy as they would have been were all of this to have ended months ago. It was a billion-dollar acquisition, but as Dealbook smartly noted in a recent post, the terms of the deal were structured so that Systrom and friends would receive $300 million in cash and close to 23 million in Facebook shares — shares that have tanked hard over the past month.

So if the deal were to close today, that would leave the Instagram team cashing out at around $740 million in cash and shares, a couple hundred mil short of a cool billy.

But remember, the deal isn’t done with quite yet — next week, Facebook and Instagram will attend a “fairness hearing” at the California Department of Corporations in San Francisco. Not until after that hearing will we be close to knowing the final closing price. Registering shares with the SEC takes lots of time and lots of money. But as the FT previously reported, going through the DOC is much cheaper and can expedite the share issuance process to a much faster degree.

Whatever the final price ends up being, it’s hard to split hairs with numbers so high — that’s still a whole heck of a lot of money.

When the deal finally closes in the coming months, the Instagram team can finally move down from San Francisco to Menlo Park, joining the rest of Facebook’s ranks at the social giant’s global headquarters.

Get packin’, boys.


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