State approves Facebook’s plan to issue stock for Instagram purchase

The state of California today approved Facebook’s plan to acquire Instagram for $300 million in cash and 23 million shares of its stock. This brings the deal, which was announced in April, closer to closing. Instagram shareholders still have to vote to formally approve the sale.

This morning lawyers and employees from Facebook and Instagram attended a “fairness hearing” before the California Department of Corporations. Facebook called for the hearing as a way to obtain exemption from federal registration and speed up the acquisition process. Without a state-level fairness hearing, it can take more than six months and over $250,000 to register a securities offering, according to the California Department of Corporations website. California is one of six states in the U.S. that allow this quicker and more cost-effective review.

Since the time Facebook announced its intent to buy Instagram, its shares have lost significant value on the public market. The formerly $1-billion deal is now worth close to $750 million at Facebook’s $19.10 share price as of today at 1 p.m. PT. The LA Times reports that co-founder and CEO Kevin Systrom says he recognized the risk of Facebook losing value and was negotiating on the basis of cash and stock options, not the end valuation. He says the media played up the $1-billion valuation, but he believes Instagram’s 19 shareholders will still vote in favor of the deal.

“We still believe firmly in the long-term value of Facebook,” he said.

Systrom also revealed that although he had been approached by other companies looking to buy Instagram, no formal offers had been made.

Last week, the Federal Trade Commission closed its investigation of the acquisition without taking any action, allow the deal to proceed. Instagram has gained more than 50 million new users in the four and a half months since Facebook announced its plans to acquire the mobile photo-sharing network.

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