ISS Recommends Answers.com Stockholders Vote “FOR” Merger
March 24 2011 - 8:30AM
Business Wire
Answers.com, (NASDAQ: ANSW), creators of the leading answer
engine Answers.com®, announced today that Institutional Shareholder
Services Inc. (“ISS”), a leading independent proxy research and
advisory firm, has published a report recommending that Answers.com
stockholders vote "FOR" the merger agreement with AFCV Holdings,
LLC ("AFCV"), a portfolio company of growth equity investor Summit
Partners. A special meeting of the Answers.com stockholders to vote
on the merger proposal will be held at 10:00 a.m. local time, on
April 12, 2011 at the offices of Kramer Levin Naftalis &
Frankel LLP, located at 1177 Avenue of the Americas, New York, New
York.
"We welcome the positive recommendation in favor of the planned
merger from a respected independent source such as ISS," said
Robert Rosenschein, Founder, Chairman and CEO of Answers.com. "The
ISS report is consistent with our position that the offer is fair
and in the best interests of stockholders, and we urge our
investors to vote in favor of the transaction."
Answers.com management also announced that it has obtained all
necessary third party consents, waivers and/or approvals as
required under the merger agreement.
About Answers
Answers Corporation (NASDAQ: ANSW) owns and operates
Answers.com, the leading Q&A site. Answers.com is a
community-generated social knowledge Q&A platform, leveraging
wiki-based technologies. Through the contributions of its large and
growing community, answers are improved and updated over time. The
award-winning Answers.com also includes content on millions of
topics from over 250 licensed dictionaries and encyclopedias from
leading publishers, including Houghton Mifflin, Barron's and
Encyclopedia Britannica. The site supports English, French,
Italian, German, Spanish, and Tagalog (Filipino). (answ-g)
For investor information, visit http://ir.answers.com.
Answers.com is a trademark of Answers Corporation. All other
marks belong to their respective owners.
Additional Information and Where to Find It
Answers.com has filed with the Securities and Exchange
Commission a definitive proxy statement and other relevant
materials in connection with the merger. The definitive proxy
statement has been sent to the stockholders of Answers.com. Before
making any voting decision with respect to the merger, stockholders
are urged to read the proxy statement and the other relevant
materials because they contain important information about the
merger. The proxy statement and other relevant materials and any
other documents filed by Answers.com with the SEC, may be obtained
free of charge at the SEC’s website at www.sec.gov or at Answers’
website at http://ir.answers.com/sec.cfm. In addition, stockholders
may obtain free copies of the documents filed with the SEC by
contacting Okapi Partners at (212) 297-0720.
Participants in the Solicitation
Answers.com and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Answers.com in connection with the merger.
Information about the directors and executive officers of
Answers.com is set forth in its proxy statement on Schedule 14A
filed with the SEC on July 27, 2010 and Answers.com’s Annual Report
on Form 10-K filed on March 17, 2011. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the merger is included in the definitive
proxy statement filed by Answers.com with the SEC.
Forward-looking Statements
This press release contains statements that are forward-looking
statements as defined under the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties with respect to the consummation of the
proposed AFCV. Such risks include the failure to satisfy the
conditions of the proposed transaction, including failure to obtain
the required approval of Answers.com stockholders and certain
adverse changes to the business of Answers.com, including as a
result of factors detailed from time to time in reports filed with
the SEC; the failure of the committed financing for the
transaction; and potential litigation risks.
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