Acxiom Corp - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
October 03 2007 - 5:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 2)
ACXIOM CORPORATION
(Name of the
Issuer)
Acxiom
Corporation
Axio Acquisition Corp.
Axio Holdings LLC
ValueAct Capital Master Fund, L.P.
(Name of Persons Filing Statement)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
005125109
(CUSIP Number of Class of Securities)
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Acxiom Corporation
1 Information Way
Little Rock, Arkansas 72202
Attn: Jerry C. Jones
Business
Development/
Legal Leader
(501) 342-1000
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Axio Acquisition Corp.
Axio Holdings LLC
ValueAct Capital Master Fund, L.P.
435 Pacific Avenue, 4th Floor
San
Francisco, California 94133
Attn: Allison Bennington,
General Counsel
(415) 362-3700
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
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Copies to:
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Selim Day
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1301 Avenue of the Americas
40th Floor
New York, New York 10019-6022
(212) 999-5800
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Michael S. Ringler
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1 Market Street, Spear Tower
Suite 3300
San Francisco, California 94105
(415) 947-2000
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Christopher G. Karras
Lisa C.S. Burnett
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
(215) 994-4000
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This statement is filed in connection with (check the appropriate box):
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x
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934 (the
Act).
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¨
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b.
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The filing of a registration statement under the Securities Act of 1933.
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¨
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c.
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A tender offer.
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¨
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a)
are preliminary copies:
¨
Check the
following box if the filing is a final amendment reporting the results of the transaction:
x
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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x
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Check box if any part of the fee is offset as provided by Regulation 240.0-11(a)(2) under the Exchange Act and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously
Paid: $61,196.38
Form or Registration No.: Schedule 14A
Filing Party: Acxiom Corporation
Date Filed: June 27, 2007
Introduction
This Amendment No. 2 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this Statement) is being filed by (1) Acxiom Corporation, a Delaware corporation (the Company or
Acxiom), the issuer of common stock, par value $0.10 per share (the Common Stock), that is the subject of the Rule 13e-3 transaction, (2) Axio Holdings LLC, a Delaware limited liability company (Acquirer),
(3) Axio Acquisition Corp., a Delaware corporation (Axio Acquisition Corp.) and (4) ValueAct Capital Master Fund, L.P. Acxiom, Acquirer, Axio Acquisition Corp. and ValueAct Capital Master Fund, L.P. are sometimes referred to
herein collectively as the Filing Group. This Statement relates to the Agreement and Plan of Merger (the Merger Agreement), dated as of May 16, 2007, between the Company, Acquirer and Axio Acquisition Corp.
On October 1, 2007, the Company, Acquirer, Axio Acquisition Corp., ValueAct Capital Master Fund, L.P., Silver Lake Partners II, L.P., Silver Lake
Partners III, L.P., and UBS Loan Finance LLC, UBS Securities LLC, Morgan Stanley Senior Funding, Inc. and Morgan Stanley & Co. Incorporated entered into a Mutual Termination Agreement and Release (the Termination Agreement) relating
to the Merger Agreement, as a result of which the parties thereto agreed to terminate the Merger Agreement. Pursuant to the Termination Agreement, Acxiom will receive $65 million in cash to terminate the Merger Agreement.
By filing this Statement, the Filing Group hereby withdraws the previously filed Schedule 13E-3 that was filed with the Securities and Exchange
Commission (the SEC) on June 27, 2007 and Amendment No. 1 to Schedule 13E-3 that was filed with the SEC on July 19, 2007.
Regulation M-A Item 1016
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Exhibit
Number
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Description
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(d)(5)
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Mutual Termination Agreement and Release dated as of October 1, 2007 by and among Acxiom Corporation, Axio Holdings LLC, Axio Acquisition Corp.,
ValueAct Capital Master Fund, L.P., Silver Lake Partners II, L.P., Silver Lake Partners III, L.P., UBS Loan Finance LLC, UBS Securities LLC, Morgan Stanley Senior Funding, Inc. and Morgan Stanley & Co. Incorporated (incorporated by reference to
Exhibit 10.1 to Acxiom Corporations Current Report on Form 8-K filed with the SEC on October 1, 2007).
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-2-
SIGNATURES
After due inquiry and to the best knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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ACXIOM CORPORATION
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Date:
October 3, 2007
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By:
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/s/ Jerry C. Jones
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Name:
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Jerry C. Jones
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Title:
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Officer
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AXIO ACQUISITION CORP.
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Date:
October 3, 2007
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By:
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/s/ Jeffrey W. Ubben
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Name:
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Jeffrey W. Ubben
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Title:
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President
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AXIO HOLDINGS LLC
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Date:
October 3, 2007
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By:
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/s/ Jeffrey W. Ubben
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Name:
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Jeffrey W. Ubben
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Title:
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President
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VALUEACT CAPITAL MASTER FUND, L.P.
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Date:
October 3, 2007
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By:
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VA PARTNERS, L.L.C., its General Partner
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By:
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/s/ Jeffrey W. Ubben
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Name:
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Jeffrey W. Ubben
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Title:
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Managing Member
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EXHIBIT INDEX
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Exhibit
Number
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Description
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(d)(5)
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Mutual Termination Agreement and Release dated as of October 1, 2007 by and among Acxiom Corporation, Axio Holdings LLC, Axio Acquisition Corp.,
ValueAct Capital Master Fund, L.P., Silver Lake Partners II, L.P., Silver Lake Partners III, L.P., UBS Loan Finance LLC, UBS Securities LLC, Morgan Stanley Senior Funding, Inc. and Morgan Stanley & Co. Incorporated (incorporated by reference to
Exhibit 10.1 to Acxiom Corporations Current Report on Form 8-K filed with the SEC on October 1, 2007).
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