Harris Interactive Inc.(NASDAQ: HPOL), a leading global market research firm, today announced that ithas entered into a definitive merger agreement to be acquired by NielsenHoldings N.V. (NYSE: NLSN), a leading global provider of information andinsights into what consumers watch and buy.
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 mergeragreement. 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'scommon stock in the 60 consecutive trading days prior to announcement of thetransaction, 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 strategythat we began in July 2011 and will deliver to Harris Interactive stockholdersmeaningful value and liquidity immediately upon closing. Harris Interactive'sboard of directors selected the Nielsen transaction after a thorough review ofthe company's strategic alternatives that began earlier this year," said AlAngrisani, 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 ifthere was an adjustment to the $2.00 price as a result of such final purchaseprice determination, the offer will remain open for 10 business days from thedate 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.
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