Acxiom Agrees to Be Acquired by Silver Lake and ValueAct Capital for $3.0 Billion
17 May 2007 - 9:28AM
Business Wire
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.
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