Status Report: FTD Group - United Online

The FTD Group, Inc. (FTD) and United  Online, Inc. (UNTD) filed the initial proxy statement for this transaction with the SEC on June 27, 2008, under the name "Classmates Media CORP".

The delay in filing the initial proxy statement is evidently a result of the size of the document which far exceed the majority of proxy's in terms of length. This is a very solid indication that a proxy review waiver will difficult to obtain in this case, which in turn would push the close beyond the initial August projection, and quite possibly beyond September.

It will be pointed out once again that the SEC has very rarely conducted lengthy (+60 days) merger proxy reviews over the last two to three years, so the actual chances of this occurring here are relatively small. However, the combination of a late first proxy filing and an extremely voluminous document must be considered red flags for a quick SEC process.

If the SEC holds to its habit of clearing the more complex proxies in roughly 60 days, the companies will be able to complete the transaction before the end of September. A late-September close is the current projection, although this could easily change if the companies are unable to turn the first proxy around very quickly.

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