Acxiom (NASDAQ:ACXM)
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Acxiom® Corporation
(Nasdaq: ACXM)(www.acxiom.com)
announced today that it has entered into a definitive agreement to be
acquired by Silver Lake, the leading investment firm focused on
large-scale investments in technology-driven growth industries, and
ValueAct Capital, one of the largest investment firms that makes
strategic block and control investments in public and private companies.
Silver Lake and ValueAct Capital will acquire 100 percent of the
outstanding equity interests in the company in an all-cash transaction
valued at $3.0 billion, including the assumption of approximately $756
million of debt.
Under the terms of the agreement, Acxiom stockholders will receive
$27.10 in cash for each outstanding share of stock. This represents a
premium of approximately 14 percent over the closing share price on May
16, 2007, the last trading day before disclosure of the agreement with
Silver Lake and ValueAct Capital with respect to the acquisition of the
company and a premium of approximately 20 percent per share over Acxiom’s
average closing price per share during the 30 trading days ended May 16,
2007.
A special committee of the board made up of four independent directors
was responsible for managing the process and retained independent legal
and financial advisors to assist it in connection with its
deliberations. Based on the unanimous recommendation of the special
committee, the board of directors approved the merger agreement and
recommended to Acxiom’s stockholders that they
vote in favor of the transaction.
The merger agreement provides that Acxiom may solicit and entertain
proposals from other companies during the next 60 days. In accordance
with the agreement, the board of directors of Acxiom, through the
special committee and with the assistance of its independent advisors,
intends to actively solicit other proposals during this period. The
transaction is expected to close in the next three to four months and is
subject to approval by the company's stockholders, regulatory approvals
and other customary closing conditions. Silver Lake and ValueAct Capital
have received customary debt financing commitments from third-party
financing sources.
“We are pleased to reach this agreement
because it gives us an opportunity to deliver excellent value to Acxiom’s
shareholders,” said Charles D. Morgan, Acxiom’s
chairman and chief executive officer. “We
believe this deal will benefit our clients, our associates and our
industry.”
Morgan said that “ValueAct Capital has
consistently contributed valuable strategic insights to our business
over the past four years, and Jeffrey Ubben, ValueAct Capital’s
managing partner, has provided further leadership since August 2006 as a
member of our Board of Directors. Silver Lake is the premier investment
firm in the technology sector, and their deep domain expertise makes
them an outstanding partner for Acxiom.”
“Clearly, we at ValueAct Capital have been an
investor in Acxiom for several years because we are attracted by the
foundation that Charles and his team have put in place, and we continue
to believe in the company,” Ubben said.
“We see Acxiom as the clear leader in
technology-enabled marketing solutions,” said
Michael Bingle, a managing director of Silver Lake. “We
believe that through continued investments in its technology, people and
customer relationships, Acxiom will build on its history of innovation
and industry leadership.”
Stephens Inc. and Merrill Lynch & Co. are acting as financial advisors
to the special committee of the Acxiom Board of Directors and each have
a delivered a fairness opinion. Other parties interested in making a
proposal are directed to contact the special committee's financial
advisors, Michael Costa of Merrill Lynch and Noel Strauss of Stephens.
UBS Securities LLC is acting as financial advisor and providing
financing to Silver Lake and ValueAct Capital in connection with the
transaction.
Acxiom will hold a conference call at 6:45 p.m. CDT today to discuss the
agreement. This conference call will be broadcast live over the Internet
and can be accessed by all interested parties through www.acxiom.com.
To listen to the live call, please go to the website at least five
minutes prior to the start of the call to register, download and install
any necessary audio software. For those who are not available to listen
to the live broadcast, a replay will be available shortly after the call.
About Acxiom
Acxiom Corporation (Nasdaq: ACXM)(www.acxiom.com)
integrates data, services and technology to create and deliver customer
and information management solutions for many of the largest, most
respected companies in the world. The core components of Acxiom's
innovative solutions are Customer Data Integration (CDI) technology,
data products, database services, IT outsourcing, consulting and
analytics, and privacy leadership. Founded in 1969, Acxiom is
headquartered in Little Rock, Arkansas, with locations throughout the
United States and Europe, and in Australia, China and Canada. For more
information, visit www.acxiom.com.
About Silver Lake
Silver Lake is the leading investment firm focused on large scale
investments in technology, technology-enabled, and related growth
industries. Silver Lake seeks to achieve superior returns by investing
with the strategic insight of an experienced industry participant, the
operating skill of a world-class manager and the financial expertise of
a disciplined private equity investor. Silver Lake's mission is to
function as a value-added partner to the management teams of the world's
leading technology franchises. Its portfolio includes or has included
technology industry leaders such as Ameritrade, Avago, Business Objects,
Flextronics, Gartner, Instinet, IPC Systems, MCI, NASDAQ, Network
General, NXP, Sabre Holdings, Seagate Technology, Serena Software,
SunGard Data Systems, Thomson and UGS. For more information, please
visit www.silverlake.com.
About ValueAct Capital ®
ValueAct Capital, with offices in San Francisco and Boston and
more than $5 billion in investments, seeks to make active
strategic-block value investments in a limited number of companies. The
principals have demonstrated expertise in sourcing investments in
companies they believe to be undervalued, and then working with
management and/or the company’s board to
implement strategies that generate superior returns on invested capital.
Additional Information and Where to Find It
In connection with the proposed transaction, Acxiom will be filing a
proxy statement and relevant documents concerning the transaction with
the Securities and Exchange Commission (“SEC”).
SECURITY HOLDERS OF ACXIOM ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders can obtain free copies of the proxy statement and other
documents when they become available by contacting Investor Relations,
Acxiom Corporation, 1 Information Way, Little Rock, 72202
(501-342-3545). In addition, documents filed with the SEC by Acxiom are
available free of charge at the SEC's web site at www.sec.gov.
Acxiom and its directors, executive officers and certain other members
of its management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Acxiom’s
stockholders in connection with the transaction, which may be different
than those of Acxiom stockholders generally. Information regarding the
interests of such directors and executive officers is included in Acxiom’s
proxy statements and Annual Reports on Form 10-K, previously filed with
the SEC, and information concerning all of Acxiom’s
participants in the solicitation will be included in the proxy statement
relating to the proposed transaction when it becomes available. Each of
these documents is, or will be, available free of charge at the SEC's
web site at http://www.sec.gov and from
Investor Relations, Acxiom Corporation, 1 Information Way, Little Rock,
72202 (501-342-3545).
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements based on the
current expectations of Acxiom’s management.
Those forward-looking statements include all statements other than those
made solely with respect to historical fact. Numerous risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statements. 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 Acxiom and others following
announcement of the merger agreement; (3) the inability to complete the
merger due to the failure to obtain stockholder approval or the failure
to satisfy other conditions to completion of the merger, including the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; (4) the failure to
obtain the necessary debt financing arrangements as set forth in
commitment letters received in connection with the merger; (5) risks
that the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
merger; (6) the ability to recognize the benefits of the merger; (7) the
amount of the costs, fees, expenses and charges related to the merger
and the actual terms of certain financings that will be obtained for the
merger; and (8) the impact of the substantial indebtedness incurred to
finance the consummation of the merger. Many of the factors that will
determine the outcome of the subject matter of this press release are
beyond Acxiom’s ability to control or
predict. Acxiom undertakes no obligation to revise or update any
forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or
otherwise.