Infogroup Files Investor Presentation
June 07 2010 - 11:32AM
Business Wire
Infogroup (NASDAQ: IUSA) (“Infogroup” or the “Company”) today
announced that it has filed an investor presentation with the
Securities and Exchange Commission (the "SEC") in connection with
the previously announced merger agreement with affiliates of CCMP
Capital Advisors, LLC (“CCMP”), under which affiliates of CCMP will
acquire all of the outstanding shares of Infogroup for $8.00 per
share in cash.
The complete investor presentation is available in the Schedule
14A filed by the Company on June 7, 2010, copies of which can be
obtained in the “Financial Information” subsection of the
“Investors Relations” section of the Infogroup website,
www.Infogroup.com, or at the
SEC's website, www.sec.gov.
The presentation highlights numerous important facts including,
among others:
- CCMP’s Offer Price Represents
a Significant Premium for Stockholders-- CCMP’s offer price
represents a significant premium to closing prices during the past
two years prior to the press reports of a sale process-- There is
risk of a material decline in the Company’s share price if the
Merger does not close, particularly in light of the significant
increase in the Company’s share price that occurred subsequent to
the press reports of a transaction process and discussions with
potential acquirers
- Infogroup Conducted an
Extensive and Thorough Board Process
- Evaluation of strategic
alternatives, including remaining independent, began in December
2008-- M&A Committee appointed January 2009-- Generally met
weekly throughout the process
- Pursued sale process in Q4 2009
only after extensive analysis, significant recovery in share price
and strengthening of credit and equity markets during Q2 and Q3 of
2009
- M&A Committee unanimously
determined and recommended to the Board that a sale was in the best
interests of the Company and its stockholders
- Unanimous Board approval to
pursue sale, and the resultant transaction-- Based on determination
that the transaction was in the best interests of the Company and
its stockholders
- The Company Ran a Robust Sale
Process that Included both Strategic and Financial Parties
- M&A Committee managed the
bid process to obtain the highest price available-- Engaged more
than 50 potential strategic and financial buyers-- Over 30 parties
executed confidentiality agreements-- 11 parties submitted
preliminary proposals-- Two parties submitted final proposals to
acquire the Company, including draft merger agreements, debt and
equity financing commitments, etc.
- The Infogroup Board and its
advisors determined that CCMP Capital’s proposal was superior to
the alternative in terms of price and other material terms
- The Merger Agreement Included
a Go-Shop Process to Maximize Value
- Infogroup actively solicited
superior offers for 21 days following the CCMP announcement
- The go-shop period confirmed
that the CCMP transaction is the best available offer for
Infogroup-- All 10 parties (other than CCMP) that submitted
preliminary proposals were contacted, and others who expressed
unsolicited interest were invited to participate-- No additional
proposals were received
The Infogroup Board of Directors, acting upon the unanimous
recommendation of the independent M&A Committee, unanimously
concluded that CCMP’s $8.00 per share cash offer is in the best
interests of the Company and its stockholders, and urges
stockholders to vote FOR the adoption of the merger
agreement at the Company’s Special Meeting of Stockholders
scheduled for June 29, 2010. Infogroup stockholders of record as of
the close of business on May 27, 2010 are entitled to vote at the
Special Meeting.
Infogroup stockholders who have any questions or need assistance
voting their shares should contact Innisfree M&A Incorporated,
which is assisting the Company in this matter, toll-free at (877)
456-3510.
About Infogroup
infoGROUP, Inc. (NASDAQ: IUSA) is the leading provider of data
and interactive resources that enables targeted sales, effective
marketing and insightful research solutions. Our information powers
innovative tools and insight for businesses to efficiently reach
current and future customers through multiple channels, including
the world’s most dominant and powerful Internet search engines and
GPS navigation systems. Infogroup’s headquarters are located at
5711 South 86th Circle, Omaha, NE 68127. For more information, call
(402) 593-4500 or visit www.Infogroup.com.
Additional Information
In connection with the Merger, infoGROUP has filed a definitive
proxy statement and other relevant documents concerning the
transaction with the SEC. STOCKHOLDERS OF infoGROUP ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
and security holders can obtain free copies of the definitive proxy
statement and other documents in the SEC’s public reference room
located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Please call the SEC at 1 800 SEC 0330 for further information on
the public reference room. Copies of the definitive proxy statement
and other documents infoGROUP files with the SEC may also be
obtained by mail, upon payment of the SEC’s customary fees, by
writing to the SEC’s principal office at 100 F Street, NE,
Washington D.C. 20549. Our SEC filings, including the definitive
proxy statement, are also available to the public, free of charge,
at the SEC’s website at http://www.sec.gov. You also may obtain
free copies of the documents infoGROUP files with the SEC by going
to the “Financial Information” subsection of our “Investors
Relations” section of our website at
http://ir.infogroup.com/sec.cfm. Our website address is provided as
an inactive textual reference only. Information regarding the
identity of the persons who may, under SEC rules, be deemed to be
participants in the solicitation of stockholders of infoGROUP in
connection with the transaction, and their interests in the
solicitation, is set forth in the definitive proxy statement that
was filed by infoGROUP with the SEC on May 28, 2010.
Forward-Looking Statements
This document includes forward looking statements based on
estimates and assumptions. Forward-looking statements include
statements containing words such as “believes,” “estimates,”
“anticipates,” “continues,” “contemplates,” “expects,” “may,”
“will,” “could,” “should” or “would” or other similar words or
phrases. Statements also include statements pertaining to: the
future of the operating environment in the Company’s industry, the
implications of current financial performance on future results and
the ability of the Company to meet its future forecasts. These
statements, which are based on information currently available to
us, are not guarantees of future performance and may involve risks
and uncertainties that could cause our actual growth, results of
operations, performance and business prospects, and opportunities
to materially differ from those expressed in, or implied by, these
statements. These forward-looking statements speak only as of the
date on which the statements were made and we expressly disclaim
any obligation to release publicly any updates or revisions to any
forward-looking statement included in this document or elsewhere.
These statements are subject to risks, uncertainties, and other
factors, including, among others:
- the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement;
- the inability to complete the
Merger due to the failure to obtain stockholder approval or the
failure to satisfy other conditions to consummation of the
Merger;
- the failure of CCMP to obtain
the necessary debt or equity financing;
- the failure of the Merger to
close for any other reason;
- that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the Merger;
- the effect of the announcement
of the Merger on our customer relationships, operating results and
business generally;
- the ability to recognize the
benefits of the Merger;
- the amount of the costs, fees,
expenses and charges related to the Merger;
and other risks detailed in our current filings with the SEC,
including our most recent filings on Forms 10 Q and 10 K. Many of
the factors that will determine our future results are beyond our
ability to control or predict. In light of the significant
uncertainties inherent in the forward-looking statements contained
herein, readers should not place undue reliance on forward-looking
statements, which reflect management’s views only as of the date
hereof. We cannot guarantee any future results, levels of activity,
performance or achievements. The statements made in this document
represent our views as of the date hereof, and it should not be
assumed that the statements made herein remain accurate as of any
future date. Moreover, we assume no obligation to update
forward-looking statements or update the reasons that actual
results could differ materially from those anticipated in
forward-looking statements, except as required by law.
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