Bankruptcy Court Approves Winning Akamai Bid for Select Assets of Edgio

PR Newswire

CAMBRIDGE, Mass., Nov. 26, 2024

CAMBRIDGE, Mass., Nov. 26, 2024 /PRNewswire/ -- Akamai Technologies, Inc. $(AKAM)$, the cybersecurity and cloud computing company that powers and protects business online, announced that the U.S. Bankruptcy Court for the District of Delaware has approved its bid to acquire select assets from Edgio, including certain customer contracts from Edgio's businesses in content delivery and security, and non-exclusive license rights to patents in Edgio's portfolio. The transaction does not include the acquisition of Edgio personnel, technology, or assets related to the Edgio network.

The court approval follows Akamai submitting the winning bid for the select assets during Edgio's 363 bankruptcy auction on November 13, 2024, as part of its filing for Chapter 11 bankruptcy relief. The court decision provides the necessary approval for the closing of the sale to proceed.

When the transaction closes, several hundred net new Akamai customers will have a clear path and the necessary support to smoothly migrate to a best-in-class and reliable provider of the services they need prior to Edgio ceasing operations of its content delivery network. The customers will also have immediate access to the full portfolio of Akamai's cybersecurity and cloud computing services.

"Akamai is offering Edgio customers a smooth, secure transition without impacting their business or that of their end users," said Adam Karon, Akamai's Chief Operating Officer and General Manager, Cloud Technology Group. "We have the capacity, capabilities, and experience to help Edgio customers easily migrate to Akamai, and we believe our track record with similar transactions gives us the expertise to help move them to Akamai as seamlessly as possible. We look forward to welcoming these new customers and giving them the opportunity to take advantage of Akamai's full range of security and cloud solutions, which run on the world's most distributed platform."

For the fourth quarter of 2024, Akamai expects this transaction to add approximately $9-$11 million in revenue. As part of its bid, Akamai agreed to pay certain costs for Edgio to operate its network during the transition and wind-down period until such time as Edgio ceases operation of its content delivery network in mid-January 2025. Akamai expects those transition services costs to be approximately $15-$17 million in the fourth quarter. Akamai anticipates the transaction to be dilutive to non-GAAP net income per diluted share by approximately $0.03-$0.05 in the fourth quarter, inclusive of the transition service costs.

For the full year 2025, Akamai anticipates this transaction will add approximately $80-$100 million in revenue, approximately $25-$30 million of transition service costs, and be accretive to non-GAAP net income per diluted share by approximately $0.15-$0.20.

"We believe this transaction will create significant value for Akamai and our shareholders," said Ed McGowan, Akamai's Chief Financial Officer. "By integrating these customers onto our platform with its advantageous cost structure, we expect to improve profitability and unlock new growth opportunities. We're excited about the potential to cross-sell and up-sell our advanced security and cloud computing solutions to this expanded customer base."

The transaction is expected to close in early December 2024, subject to customary closing conditions for a transaction of this type.

About Akamai

Akamai is the cybersecurity and cloud computing company that powers and protects business online. Our market-leading security solutions, superior threat intelligence, and global operations team provide defense-in-depth to safeguard enterprise data and applications everywhere. Akamai's full-stack cloud computing solutions deliver performance and affordability on the world's most distributed platform. Global enterprises trust Akamai to provide the industry-leading reliability, scale, and expertise they need to grow their business with confidence. Learn more at akamai.com and akamai.com/blog, or follow Akamai Technologies on X and LinkedIn.

Contacts

Akamai Public Relations

AkamaiPR@akamai.com

Akamai Investor Relations

IR-InvestorRelations@akamai.com

Akamai Statement Under the Private Securities Litigation Reform Act

This press release contains statements that are not statements of historical fact and constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about: management's guidance regarding the expected impact of the transaction on Akamai, including its expected impact on revenue, non-GAAP net income per diluted share, capital expenditures, and new customer additions; the potential benefits of the transaction to Akamai, its customers and its shareholders; expectations regarding customer migration in connection with the transaction; expected transition services costs; the expected duration of Edgio's transition and wind-down period; and the expected closing date of the transaction. Each of the forward-looking statements is subject to change as a result of various important factors, many of which are beyond the company's control, including, but not limited to: the risk that the transaction may not be completed in a timely manner or at all; the parties' ability to satisfy closing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreements; Akamai being unable to achieve the anticipated benefits of the transaction; the risk that customer migration may be more difficult, time-consuming or costly than expected; the retention of key personnel during the transition period; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; effects of competition, including pricing pressure and changing business models; impact of macroeconomic trends, including economic uncertainty, turmoil in the financial services industry, the effects of inflation, rising and fluctuating interest rates, foreign currency exchange rate fluctuations, securities market volatility and monetary supply fluctuations; continuing supply chain and logistics costs, constraints, changes or disruptions; defects or disruptions in Akamai's products or IT systems, including cyber-attacks, data breaches or malware; changes to economic, political and regulatory conditions in the United States or internationally; and other factors that are discussed in the company's most recent Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and other documents filed with the Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and Akamai does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Use of Non-GAAP Financial Measures

In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), Akamai provides additional financial metrics that are not prepared in accordance with GAAP (non-GAAP financial measures). Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation and to evaluate Akamai's financial performance. The non-GAAP financial measure used in this release is non-GAAP net income per diluted share.

Management believes that these non-GAAP financial measures reflect Akamai's ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparison of financial results across accounting periods and to those of our peer companies. Management also believes that these non-GAAP financial measures enable investors to evaluate Akamai's operating results and future prospects in the same manner as management. These non-GAAP financial measures may exclude expenses and gains that may be unusual in nature, infrequent or not reflective of Akamai's ongoing operating results.

The non-GAAP financial measures do not replace the presentation of Akamai's GAAP financial results and should only be used as a supplement to, not as a substitute for, Akamai's financial results presented in accordance with GAAP.

In addition, the financial guidance contained in this press release that is provided on a non-GAAP basis cannot be reconciled to the closest GAAP measures without unreasonable effort because of the unpredictability of the amounts and timing of events affecting the items we exclude from non-GAAP measures. For example, stock-based compensation is unpredictable for Akamai's performance-based awards, which can fluctuate significantly based on current expectations of the future achievement of performance-based targets. Amortization of intangible assets, acquisition-related costs and restructuring costs are all impacted by the timing and size of potential future actions, which are difficult to predict. In addition, from time to time, Akamai excludes certain items that occur infrequently, which are also inherently difficult to predict and estimate. It is also difficult to predict the tax effect of the items we exclude and to estimate certain discrete tax items, such as the resolution of tax audits or changes to tax laws. As such, the costs that are being excluded from non-GAAP guidance are difficult to predict and a reconciliation or a range of results could lead to disclosure that would be imprecise or potentially misleading. Material changes to any one of the exclusions could have a significant effect on our guidance and future GAAP results.

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