Groupon, Inc. (NasdaqGS:GRPN) entered into a share purchase agreement to acquire Living Social Korea Inc. from LivingSocial, Inc. for $260 million in cash and stock on November 6, 2013. Under the terms of the agreement, Groupon will pay consideration of approximately $260 million, in a combination of cash and shares of Groupon's Class A common stock for all the shares of Living Social Korea's capital stock. The purchase price will be comprised of at least $100 million in cash and up to $160 million in common stock of Groupon. The purchase price is subject to adjustment based on the working capital and cash position of Living Social Korea and Ticket Monster Inc. at closing. Groupon and the LivingSocial have agreed that $19.5 million of the cash portion of the purchase price will be placed in escrow at the closing of the acquisition as security for the LivingSocial and LivingSocial's indemnification and other potential obligations under the agreement and will be released after 12 months from closing. The Ticket Monster brand and leadership team will remain in place. Certain key employees of Ticket Monster agreed to continued employment arrangements that will become effective upon the closing of the acquisition.

The transaction is subject to customary closing conditions, as well as approval from the Korean Fair Trade Commission and is subject to termination by LivingSocial if the acquisition is not consummated by January 2, 2014, subject to a 60-day extension if Korean Fair Trade Commission approval has not been received as of such date. The transaction is also subject to Living Social Korea disposing its Malaysian Business, approval of third parties and receipt of all necessary government and regulatory approvals. The transaction is expected to close in the first half of 2014. Richard E. Ginsberg of DLA Piper LLP (US) acted as legal advisor for Groupon, Inc. Barbara Borden of Cooley Godward Kronish LLP acted as legal advisor for LivingSocial, Inc. J.P. Morgan Trust Company National Association acted as escrow agent for Groupon. Morgan Stanley (NYSE:MS) acted as the financial advisor to Groupon, Inc. (NasdaqGS:GRPN). Deutsche Bank Securities Inc. acted as the financial advisor to LivingSocial, Inc. BofA Merrill Lynch acted as a financial advisor to LivingSocial. J.P. Morgan acted as financial advisor to Living Social. Kim & Chang acted as legal advisor to Groupon.

Groupon, Inc. (NasdaqGS:GRPN) completed the acquisition of Living Social Korea Inc. from LivingSocial, Inc. on January 2, 2014.