Febru­ary 19, 2014

• Acqui­si­ti­on acce­le­ra­tes Facebook’s abili­ty to bring con­nec­ti­vi­ty and uti­li­ty to the world
• Lea­ding mobi­le mes­sa­ging com­pa­ny will con­ti­nue to ope­ra­te inde­pendent­ly and retain its brand
• Whats­App co-foun­der and CEO Jan Koum to join Face­book Board of Directors

MENLO PARK, CALIF. – Febru­ary 19, 2014 – Face­book today announ­ced that it has rea­ched a defi­ni­ti­ve agree­ment to acqui­re Whats­App, a rapidly gro­wing cross-plat­form mobi­le mes­sa­ging com­pa­ny, for a total of appro­xi­m­ate­ly $16 bil­li­on, inclu­ding $4 bil­li­on in cash and appro­xi­m­ate­ly $12 bil­li­on worth of Face­book shares. The agree­ment also pro­vi­des for an addi­tio­nal $3 bil­li­on in rest­ric­ted stock units to be gran­ted to WhatsApp’s foun­ders and employees that will vest over four years sub­se­quent to closing.

Whats­App has built a lea­ding and rapidly gro­wing real-time mobi­le mes­sa­ging ser­vice, with:

• Over 450 mil­li­on peo­p­le using the ser­vice each month;
• 70% of tho­se peo­p­le acti­ve on a given day;
• Mes­sa­ging volu­me approa­ching the enti­re glo­bal tele­com SMS volu­me; and
• Con­tin­ued strong growth, curr­ent­ly adding more than 1 mil­li­on new regis­tered users per day.

The acqui­si­ti­on sup­ports Face­book and WhatsApp’s shared mis­si­on to bring more con­nec­ti­vi­ty and uti­li­ty to the world by deli­ve­ring core inter­net ser­vices effi­ci­ent­ly and afford­a­b­ly. The com­bi­na­ti­on will help acce­le­ra­te growth and user enga­ge­ment across both companies.

“Whats­App is on a path to con­nect 1 bil­li­on peo­p­le. The ser­vices that reach that mile­stone are all incre­di­bly valuable,” said Mark Zucker­berg, Face­book foun­der and CEO. “I’ve known Jan for a long time and I’m exci­ted to part­ner with him and his team to make the world more open and connected.”

Jan Koum, Whats­App co-foun­der and CEO, said, “WhatsApp’s extre­me­ly high user enga­ge­ment and rapid growth are dri­ven by the simp­le, powerful and instanta­neous mes­sa­ging capa­bi­li­ties we pro­vi­de. We’­re exci­ted and hono­red to part­ner with Mark and Face­book as we con­ti­nue to bring our pro­duct to more peo­p­le around the world.”

Face­book fos­ters an envi­ron­ment whe­re inde­pen­dent-min­ded entre­pre­neurs can build com­pa­nies, set their own direc­tion and focus on growth while also bene­fiting from Facebook’s exper­ti­se, resour­ces and sca­le. This approach is working well with Insta­gram, and Whats­App will ope­ra­te in this man­ner. WhatsApp’s brand will be main­tai­ned; its head­quar­ters will remain in Moun­tain View, CA; Jan Koum will join Facebook’s Board of Direc­tors; and WhatsApp’s core mes­sa­ging pro­duct and Facebook’s exis­ting Mes­sen­ger app will con­ti­nue to ope­ra­te as stan­da­lo­ne applications.

Upon clo­sing of the deal, all out­stan­ding shares of Whats­App capi­tal stock and opti­ons to purcha­se Whats­App capi­tal stock will be can­cel­led in exch­an­ge for $4 bil­li­on in cash and 183,865,778 shares of Face­book Class A com­mon stock (worth $12 bil­li­on based on the avera­ge clo­sing pri­ce of the six tra­ding days pre­ce­ding Febru­ary 18, 2014 of $65.2650 per share). In addi­ti­on, upon clo­sing, Face­book will grant 45,966,444 rest­ric­ted stock units to Whats­App employees (worth $3 bil­li­on based on the avera­ge clo­sing pri­ce of the six tra­ding days pre­ce­ding Febru­ary 18, 2014 of $65.2650 per share). As of Febru­ary 17, 2014, Face­book had 2,551,654,996 Class A and B shares out­stan­ding plus appro­xi­m­ate­ly 139 mil­li­on dilu­ti­ve secu­ri­ties pri­ma­ri­ly con­sis­ting of unves­ted RSUs. The Class A com­mon stock and RSUs issued to Whats­App share­hol­ders and employees upon clo­sing will repre­sent 7.9% of Face­book shares based on cur­rent shares and RSUs outstanding.

In the event of ter­mi­na­ti­on of the Mer­ger Agree­ment under cer­tain cir­cum­s­tances prin­ci­pal­ly rela­ted to a fail­ure to obtain requi­red regu­la­to­ry appr­ovals, the Mer­ger Agree­ment pro­vi­des for Face­book to pay Whats­App a fee of $1 bil­li­on in cash and to issue to Whats­App a num­ber of shares of Facebook’s Class A com­mon stock equal to $1 bil­li­on based on the avera­ge clo­sing pri­ce of the ten tra­ding days pre­ce­ding such ter­mi­na­ti­on date.

Face­book was advi­sed by Allen & Com­pa­ny LLC and Weil, Gotshal & Man­ges LLP; and Whats­App was advi­sed by Mor­gan Stan­ley and Fen­wick & West, LLP.

Web­cast and Con­fe­rence Call Information

Face­book will host a 30-minu­te con­fe­rence call to dis­cuss the acqui­si­ti­on at 3:00 pm PT / 6:00pm ET today. The dial-in num­ber for the call is (866) 751‑3284 (toll free) and (973) 935‑8772 (inter­na­tio­nal), con­fe­rence ID: 2907041. The live web­cast of the call can be acces­sed at the Face­book Inves­tor Rela­ti­ons web­site at investor.fb.com. Face­book uses the web­site http://investor.fb.com as a means of dis­clo­sing mate­ri­al non-public infor­ma­ti­on and for com­ply­ing with its dis­clo­sure obli­ga­ti­ons under Regu­la­ti­on FD.

Fol­lo­wing the call, a replay will be available at the same web­site. A tele­pho­nic replay will be available for one week fol­lo­wing the con­fe­rence call at (855) 859‑2056 or (404) 537‑3406, con­fe­rence ID 2907041.

About Face­book

Facebook’s mis­si­on is to give peo­p­le the power to share and make the world more open and con­nec­ted. Peo­p­le use Face­book to stay con­nec­ted with fri­ends and fami­ly, to dis­co­ver what’s going on in the world, and to share and express what mat­ters to them.

About Whats­App

Whats­App is a per­so­nal real-time mes­sa­ging net­work allo­wing mil­li­ons of peo­p­le around the world to stay con­nec­ted with their fri­ends and family.

For­ward Loo­king Statements
This press release may be dee­med to con­tain for­ward-loo­king state­ments, which are sub­ject to the safe har­bor pro­vi­si­ons of the Pri­va­te Secu­ri­ties Liti­ga­ti­on Reform Act of 1995, inclu­ding the expec­ted com­ple­ti­on of the acqui­si­ti­on, the time frame in which this will occur, the expec­ted bene­fits to Face­book and Whats­App from com­ple­ting the acqui­si­ti­on, and the expec­ted finan­cial per­for­mance of Face­book fol­lo­wing com­ple­ti­on of the acqui­si­ti­on. State­ments regar­ding future events are based on the par­ties’ cur­rent expec­ta­ti­ons and are neces­s­a­ri­ly sub­ject to asso­cia­ted risks rela­ted to, among other things, regu­la­to­ry appr­oval of the pro­po­sed acqui­si­ti­on or that other con­di­ti­ons to the clo­sing of the deal may not be satis­fied, the poten­ti­al impact on the busi­ness of Whats­App due to the announce­ment of the acqui­si­ti­on, the occur­rence of any event, chan­ge or other cir­cum­s­tances that could give rise to the ter­mi­na­ti­on of the defi­ni­ti­ve agree­ment, and gene­ral eco­no­mic con­di­ti­ons. The­r­e­fo­re, actu­al results may dif­fer mate­ri­al­ly and adver­se­ly from tho­se expres­sed in any for­ward-loo­king state­ments. For infor­ma­ti­on regar­ding other rela­ted risks, see the “Risk Fac­tors” sec­tion of Facebook’s Annu­al Report on Form 10‑K for 2013. The for­ward-loo­king state­ments included her­ein are made only as of the date hereof, and neither par­ty under­ta­kes an obli­ga­ti­on to revi­se or update any for­ward-loo­king state­ments for any reason.