ROCHESTER, N.Y., Nov. 25, 2013 /PRNewswire/ -- Harris Interactive
Inc. (NASDAQ: HPOL), a leading global market research firm, today
announced that it has entered into a definitive merger agreement to
be acquired by Nielsen Holdings N.V. (NYSE: NLSN), a leading global
provider of information and insights into what consumers watch and
buy.
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Under the terms of the merger agreement, Nielsen will commence a
tender offer to acquire all of the outstanding shares of Harris
Interactive's common stock through a wholly owned subsidiary formed
for the purpose of making the offer. Holders of outstanding shares
of Harris Interactive's common stock will receive $2.00 per share in cash, subject to adjustment as
provided in the merger agreement. The $2.00 per share cash purchase price (which
excludes any adjustment which may be required under the merger
agreement) represents a 2.0% premium to the volume weighted average
closing price of Harris Interactive's common stock in the 60
consecutive trading days prior to announcement of the transaction,
and 8.7% below and 81.8% above the 52-week high and low,
respectively.
The Harris Interactive board of directors has unanimously
approved the transaction and certain of the directors of Harris
Interactive have entered into tender and support agreements,
representing approximately 12% of the outstanding shares of Harris
Interactive's common stock, pursuant to which they have agreed to
tender all of their shares pursuant to the tender offer.
"This announcement reflects the successful completion of the
turnaround strategy that we began in July
2011 and will deliver to Harris Interactive stockholders
meaningful value and liquidity immediately upon closing.
Harris Interactive's board of directors selected the Nielsen
transaction after a thorough review of the company's strategic
alternatives that began earlier this year," said Al Angrisani, President and Chief Executive
Officer of Harris Interactive.
Angrisani added, "By combining Nielsen's global capabilities and
scale with Harris Interactive's extensive industry and research
expertise, we'll be able to drive outcomes and innovate to bring
new methods to understanding consumers around the world. We
look forward to beginning an exciting new chapter for Harris
Interactive, our customers, partners and employees following the
transaction."
"For our existing CPG and media clients, our combined
capabilities will provide better and more integrated insights to
help them drive business outcomes," said John J. Lewis, President, Americas,
Nielsen. "Harris Interactive's strength with other industry
verticals allows us to serve these clients with Nielsen's
differentiated solutions in areas such as marketing effectiveness,
social and digital to achieve our growth objectives."
The final purchase price will be based on Harris Interactive's
average cash (subject to certain adjustments and calculated as
specified in the merger agreement) calculated during a 10-day
period before and after a reference date expected to occur
approximately 20 business days after commencement of the
offer. Once determined, this final purchase price will be
announced, and if there was an adjustment to the $2.00 price as a result of such final purchase
price determination, the offer will remain open for 10 business
days from the date of such announcement.
The tender offer is required to be commenced within 10 business
days and will remain open for at least 34 business days after
launch, subject to possible extension pursuant to and in accordance
with the terms of the merger agreement. If the offer is successful,
any shares not tendered in the tender offer will be acquired in a
second-step merger at the same cash price per share as paid in the
tender offer.
Closing of the tender offer and merger is subject to certain
conditions, including the tender of at least a majority of the
outstanding shares of Harris Interactive common stock (on a
fully-diluted basis) and the expiration and termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The transaction is expected to close in
the first quarter of calendar year 2014 and is not subject to a
financing condition.
Macquarie Capital (USA) Inc. is
serving as the financial advisor to Harris Interactive in this
transaction. Fried, Frank, Harris, Shriver & Jacobson LLP is
acting as legal advisor to Harris Interactive.
About Harris Interactive
Harris Interactive is one of the world's leading market research
firms, leveraging research, technology, and business acumen to
transform relevant insight into actionable foresight. Known widely
for The Harris Poll®, Harris offers proprietary
solutions in the areas of market and customer insight, corporate
brand and reputation strategy, and marketing, advertising, public
relations and communications research across a wide range of
industries. Additionally, Harris has a portfolio of multi-client
offerings that complement our custom solutions while maximizing a
client's research investment. Serving clients worldwide through our
North American and European offices, Harris specializes in
delivering research solutions that help our clients stay ahead of
what's next. For more information, please visit
www.harrisinteractive.com.
Important Information about the Tender Offer
The tender offer described in this press release (the "Offer")
has not yet commenced, and this press release is neither an offer
to purchase nor a solicitation of an offer to sell any shares of
the common stock of Harris Interactive or any other securities. On
the commencement date of the Offer, a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with the
Securities and Exchange Commission ("SEC") by Prime Acquisition
Corp., an entity formed for the purpose of making the Offer and a
wholly owned subsidiary of Nielsen, and a
Solicitation/Recommendation Statement on Schedule 14D-9 will be
filed with the SEC by Harris Interactive. The offer to purchase
shares of Harris Interactive common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and
related documents filed as a part of the Schedule TO. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT
AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER,
AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed with the SEC
at the website maintained by the SEC at www.sec.gov. In addition,
the Solicitation/Recommendation Statement and related documents
(when available) may be obtained for free by contacting the
investor relations department of Harris Interactive at the email
address included below. The Offer to Purchase and related
documents (when available) may be obtained for free by contacting
the investor relations department of Nielsen at
kate.vanek@nielsen.com or by directing such requests to the
Information Agent for the tender offer which will be named in the
tender offer statement.
Forward-Looking Statements Disclaimer
This written communication includes statements that constitute
"forward looking statements", which may be identified by words such
as 'will', 'expect', 'should', 'could', 'shall' and similar
expressions. These statements are subject to risks and
uncertainties concerning Nielsen's proposed acquisition of Harris
Interactive, Harris Interactive's expected financial performance,
as well as Harris Interactive's strategic and operational plans,
and actual results and events could differ materially from what
presently is expected. The potential risks and uncertainties
include the possibility that the transaction will not close or that
the closing may be delayed; the possibility that the conditions to
the closing of the transaction may not be satisfied; the risk that
competing offers will be made; the transaction may involve
unexpected costs, liabilities or delays; the outcome of any legal
proceedings related to the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the transaction agreement; general economic
conditions; conditions in the markets Nielsen and Harris
Interactive are engaged in; behavior of customers, suppliers and
competitors (including their reaction to the transaction);
technological developments; as well as legal and regulatory rules
affecting Nielsen's and Harris Interactive's business and specific
risk factors discussed in other releases and public filings made by
Nielsen and Harris Interactive (including their respective filings
with the SEC). This list of factors is not intended to be
exhaustive. Such forward-looking statements only speak as of the
date of this press release, and we assume no obligation to update
any written or oral forward-looking statement made by us or on our
behalf as a result of new information, future events, or other
factors.
Media and Investor Relations Contact:
Harris
Interactive
|
Michael T.
Burns
MBurns@HarrisInteractive.com
585-214-7328
|
SOURCE Harris Interactive Inc.