(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,
, or at the SEC's website,
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
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.