Greenfield Online Receives New Takeover Proposal; Quadrangle Merger Agreement Remains in Place
August 06 2008 - 9:04AM
Business Wire
Greenfield Online, Inc. (Nasdaq: SRVY) (�Greenfield Online� or the
�Company�) announced today that as a result of its �go-shop�
activities, undertaken pursuant to a merger agreement between the
Company and affiliates of Quadrangle Group LLC (�Quadrangle�), a
strategic buyer has submitted a proposal to acquire all of the
outstanding shares of the Company�s common stock for $17.50 per
share in cash. The proposal is subject to, among other things, the
parties agreeing on a mutually acceptable definitive agreement.
There is no assurance that the proposal will result in a definitive
agreement or a consummated transaction. The �go-shop� period ran
from June 16, 2008 to 11:59 pm New York time on August 4, 2008 and
was conducted by the Company�s financial advisor, Deutsche Bank
Securities, Inc. Greenfield Online�s Board of Directors has
determined in accordance with Greenfield Online�s merger agreement
with affiliates of Quadrangle that the strategic buyer is an
excluded party (as that term is defined in the merger agreement).
Greenfield Online noted that the merger agreement with affiliates
of Quadrangle remains in effect and that those affiliates have the
right under the merger agreement to be advised of the proposed
terms of any alternative acquisition proposal and an opportunity to
negotiate with Greenfield Online improvements to the terms of the
merger agreement before Greenfield Online would be permitted to
terminate the merger agreement to enter into an agreement relating
to a superior proposal. The Company�s Board of Directors has not
changed its recommendation regarding the proposed merger with
affiliates of Quadrangle. About Greenfield Online, Inc. Greenfield
Online, Inc. is a global interactive media and services company
that collects consumer attitudes about products and services,
enabling consumers to reach informed purchasing decisions about the
products and services they want to buy; and helping companies
better understand their customer in order to formulate effective
product marketing strategies. Proprietary, innovative technology
enables us to collect these opinions quickly and accurately, and to
organize them into actionable form. For more information, visit
www.greenfield.com. Through our Ciao comparison shopping portals we
gather unique and valuable user-generated content in the form of
product and merchant reviews. Visitors to our Ciao portals use
these reviews to help make purchasing decisions and we derive
revenue from this Internet traffic via e-commerce, merchant
referrals, click-throughs, and advertising sales. For more
information or to become a member, visit http://www.ciaogroup.com.
Through our Greenfield Online and Ciao Surveys websites and
affiliate networks, we collect, organize and sell consumer opinions
in the form of survey responses to marketing research companies and
companies worldwide. For more information, visit
www.greenfield-ciaosurveys.com. To take a survey, go to
www.greenfieldonline.com. Important Additional Information In
connection with the proposed merger, the Company will file a
definitive proxy statement with the Securities and Exchange
Commission (the �SEC�). STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN
IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE
MAKING A DECISION ABOUT THE PROPOSED MERGER. A definitive proxy
statement will be sent to the Company�s stockholders seeking their
approval of the transaction. Stockholders may also obtain free
copies of the proxy statement and other relevant documents filed
with the SEC (when they become available) at the SEC�s website at
www.sec.gov, or by writing to Greenfield Online, Inc., 21 River
Road, Wilton, Connecticut 06897, Attention: Legal Department. The
Company and its directors, executive officers and other members of
its management may be deemed to be participants in the solicitation
of proxies from the Company�s stockholders in connection with the
proposed merger. Information concerning the interest of
participants in the solicitation, which may be different than those
of the Company�s stockholders generally, is set forth in the
Company�s proxy statements and Annual Reports on Form 10-K filed
with the SEC, and will be set forth in the proxy statement relating
to the merger when it becomes available. Cautionary Note Regarding
Forward Looking Statements Certain statements contained in this
press release about our expectation of future events or results
constitute forward-looking statements for purposes of the safe
harbor provisions of The Private Securities Litigation Reform Act
of 1995. You can identify forward-looking statements by terminology
such as, �may,� �should,� �expects,� �plans,� �anticipates,�
�believes,� �estimates,� �predicts,� �potential,� �continue,� or
the negative of these terms or other comparable terminology. These
statements are not historical facts, but instead represent only our
beliefs regarding future events, many of which, by their nature,
are inherently uncertain and outside of our control. It is possible
that our actual results and financial condition may differ,
possibly materially, from our anticipated results and financial
condition indicated in these forward-looking statements. In
addition, certain factors could affect the outcome of the matters
described in this press release. These factors include, but are not
limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (2) the outcome of any legal proceedings that may be
instituted against us or others following the announcement of the
merger agreement, (3) the inability to complete the merger due to
the failure to satisfy other conditions required to complete the
merger, (4) risks that the proposed transaction disrupts current
plans and operations, and (5) the costs, fees and expenses related
to the merger. Additional information regarding risk factors and
uncertainties affecting the Company is detailed from time to time
in the Company�s filings with the SEC, including, but not limited
to, the Company�s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q, available for viewing on the
Company�s website at www.greenfield.com. You are urged to consider
these factors carefully in evaluating the forward-looking
statements herein and are cautioned not to place undue reliance on
such forward-looking statements, which are qualified in their
entirety by this cautionary statement. The forward-looking
statements made herein speak only as of the date of this press
release and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances.
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