Infogroup (NASDAQ: IUSA) (“Infogroup” or the “Company”) today sent the following letter to stockholders recommending that they vote FOR the adoption of the merger agreement with CCMP Capital Advisors, LLC (“CCMP”) at the Company’s upcoming Special Meeting of Stockholders to be held on June 29, 2010: June 3, 2010 Dear Fellow Stockholder: You should have recently received proxy materials recommending that you vote FOR the proposed merger between Infogroup Inc. (“Infogroup” or the “Company”) and affiliates of CCMP Capital Advisors, LLC (“CCMP”) at the Special Meeting of Stockholders scheduled for June 29, 2010. Infogroup stockholders of record as of the close of business on May 27, 2010 will be entitled to vote at the Special Meeting. As detailed in the materials, your 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. We urge you to vote “FOR” the proposed merger on the enclosed proxy card today. $8.00 PER SHARE IN CASH REPRESENTS FULL, FAIR AND IMMEDIATE VALUE, AND A PREMIUM TO INFOGROUP’S HISTORICAL STOCK PRICES In making its recommendation, your Board took into account Infogroup’s current and historical stock prices, the Fairness Opinion submitted by its financial advisor, which included a public and non-public review of the financial performance of the business, and the fact that the price of $8.00 per share represents a significant premium to historical prices. CCMP’s offer of $8.00 per share in cash represents a premium of approximately 22% to Infogroup’s $6.56 per share price at the close of market on October 30, 2009, the last trading day prior to press reports regarding a potential acquisition. Other than following such press reports, at no time in the past two years has Infogroup’s common stock price equaled or exceeded $8.00 per share. The proposed CCMP transaction provides stockholders with certain, full, fair and immediate value. THE INDEPENDENT M&A COMMITTEE OF YOUR BOARD CONDUCTED A THOROUGH SALE PROCESS FOLLOWING A COMPREHENSIVE REVIEW OF STRATEGIC ALTERNATIVES AND UNANIMOUSLY CONCLUDED THAT A SALE OF THE COMPANY IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS In connection with the comprehensive process to review strategic alternatives it commenced more than 16 months ago, the Infogroup Board of Directors established an independent M&A Committee. All members of the M&A Committee joined the Board after the stockholder litigation that resulted in Vinod Gutpa stepping down from his position as the Company’s CEO in 2008. The Board’s decision to establish the M&A Committee was one of several steps designed to minimize the disruptive impact that Mr. Gupta’s actions might have on the process for evaluating strategic alternatives. The independent M&A Committee and Board are committed to maximizing value for all stockholders. The M&A Committee, together with its financial and legal advisors, considered a wide range of alternatives to maximize stockholder value including, among others: a strategic merger or business combination, a restructuring of its businesses to enhance its focus on digital technologies, divestiture of non-core and underperforming assets and continuing as an independent company. The Board pursued a sale process only after an extensive analysis of alternatives.
NO OTHER COMPETITIVE BIDDER EMERGED DURING EXTENSIVE AND THOROUGH SALE AND GO-SHOP PROCESSESThe M&A Committee carefully managed the sale process and maximized the competitive dynamics of the process to obtain the highest price available. As part of the sale process, Infogroup engaged with more than 50 potential strategic and financial buyers, which resulted in 11 preliminary proposals and only two final proposals to acquire the Company. The Infogroup Board, with input from its advisors, determined that CCMP’s $8.00 per share cash proposal was superior to the alternative proposal in terms of price and certainty of closing and unanimously recommended in favor of the CCMP transaction. Additionally, to ensure maximum value would be delivered to Infogroup stockholders, the M&A Committee negotiated a “go-shop” provision with CCMP that allowed the Company to actively solicit superior offers for a period of 21 days following the announcement of the definitive merger agreement with CCMP. The Company conducted a thorough go-shop process, which included contacting the ten parties other than CCMP that had submitted preliminary proposals during the sale process. No competing offers were submitted during the go-shop period, clearly demonstrating the unwillingness of other parties to exceed CCMP’s valuation. CCMP’S IMMEDIATE, CERTAIN CASH OFFER AVOIDS SUBSTANTIAL OPERATIONAL, MANAGERIAL AND FINANCIAL RISK Your Board believes that the proposed transaction with CCMP removes substantial operational and financial risk that would be present if the Company were to continue as a standalone, public entity. In contrast, CCMP’s fully financed, all-cash $8.00 per share offer provides stockholders with certain value today that we do not believe would be realized under a range of future, standalone scenarios. Your Board based its determination on a number of factors, including, among others:
Thank you for your support.On Behalf of the Board of Directors, /s/ Gary Morin Gary Morin Chairman of the M&A Committee
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