Press Releases
Infogroup Reminds Stockholders To Vote FOR The CCMP Merger Today
Infogroup (NASDAQ: IUSA) (“Infogroup” or the “Company”) today reminded stockholders to vote FOR the adoption of the merger agreement with affiliates of CCMP Capital Advisors, LLC (“CCMP”) at the Company’s upcoming Special Meeting of Stockholders on Tuesday, 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 urges all stockholders to consider the following:- The Infogroup Board of Directors, acting upon the unanimous recommendation of the independent M&A Committee, has unanimously concluded that CCMP’s $8.00 per share cash offer is in the best interests of the Company and its stockholders and provides stockholders with certain, full, fair and immediate value.
- The $8.00 per share offer represents a significant premium of approximately 22% to Infogroup’s per share price on the last trading day prior to press reports regarding Infogroup’s participation in a sale process. In fact, prior to the press reports, the Company’s shares never closed above $8.00 on any trading day in the two years leading up to the CCMP transaction announcement .
- The Company conducted a robust sale process, engaging more than 50 potential strategic and financial buyers, to obtain the highest price available. In addition, the Company conducted a go-shop process following signing of the merger agreement to maximize value, and actively solicited superior offers for 21 days following the CCMP announcement. No additional proposals were received, confirming that the CCMP transaction is the best available offer for Infogroup.
- The Board believes that there is risk of a material decline in Infogroup’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 regarding Infogroup’s participation in a sale process. The risk of a material decline in value is due to a number of factors including the Company’s recent financial underperformance, increased competition and significant execution risks associated with the strategic plan.
- 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;
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