Daily Research News Online no. 2455 - IRI to be Acquired by Symphony Technology Group and Tennenbaum Capital Partners

IRI to be Acquired by Symphony Technology Group and Tennenbaum Capital Partners

July 2 2003

US CPG research giant Information Resources Inc. has announced that it has entered into a definitive agreement to be acquired by a newly formed corporation owned by Symphony Technology II-A, L.P. and Tennenbaum Capital Partners, LLC. IRI's Board of Directors has unanimously approved the acquisition.

Symphony are a leading investor in enterprise software and related services businesses, and Tennenbaum a private investment firm. The new corporation will commence a tender offer for all outstanding shares of IRI, offering IRI stockholders $3.30 per share in cash, without interest. This cash portion of the tender offer price represents a premium of approximately 11% over the $2.98 closing price of IRI's stock on June 27, 2003.

Stockholders will also receive one contingent value right (CVR) per share of IRI common stock they hold, entitling them in the aggregate to 60% of any proceeds, subject to certain adjustments, from IRI's high profile antitrust lawsuit against ACNielsen et al. Under the terms of the transaction, Symphony and Tennenbaum have committed up to $10 million to fund prosecution of and expenses for the lawsuit.

The tender offer is scheduled to begin on or before July 14, 2003 and is expected to be completed in August. It will be followed by a merger. Following the completion of the transaction, which is subject to conditions including regulatory approval, IRI will become a privately held company in the Symphony and Tennenbaum portfolios.

According to Joe Durrett, Chairman and CEO of IRI 'The combination of IRI and Symphony has the potential to change the competitive dynamics of our industry. Symphony and IRI share a vision of enabling CPG manufacturers and retailers to improve revenue, profit and other key elements of business performance by extracting significantly greater value from the enormous quantities of consumer and sales data available to them. This union takes that vision one step closer to reality by creating the first and only provider of market-based business intelligence solutions for the CPG industry.

'For shareholders, this transaction locks in the gains in IRI's stock price over the past several months, funds the cost of litigating the antitrust suit against ACNielsen and other defendants, and enables IRI shareholders to participate in any future proceeds from that suit'.

In client service terms the combination allies IRI's powerful census level data and its data integration and analytic capabilities with Symphony's enterprise software applications to create what is described as 'the first and only provider of market-based business intelligence for the CPG industry'.

Through access to the resources of other companies in the Symphony portfolio, IRI aims to expand coverage by collecting more data from additional retail channels and outlets and to integrate that data with innovative technology solutions.

According to Symphony MD Bob Evans, feedback from CPG manufacturers and retailers consulted in the last few months indicates that they have three main requirements:

better data, both point-of-sale and panel data, with greater coverage of all the channels through which they sell to consumers, delivered faster and more reliably
powerful but easy-to-use analytical tools
'a dynamite' client services organization that understands their business and is constantly focused on developing innovative approaches to improve the profitability of their sales and marketing activities'.

IRI has filed an antitrust action against The Dun & Bradstreet Corp., ACNielsen (now owned by VNU NV) and IMS International, Inc. in which it alleges that, among other things, the defendants engaged in a series of anti-competitive practices aimed at excluding IRI from various export markets for retail tracking services and regaining monopoly power in the US market for retail tracking services. IRI is seeking to recover damages in excess of $350 million prior to trebling. A trial date has been set for September 20, 2004.

A body of rights agents will be appointed to direct the litigation on behalf of IRI and the CVR holders: these will be selected partly by IRI, partly by the acquirers and part independently.

IMPORTANT: The above is necessarily much abbreviated and all interested parties whether shareholders or others should consult the full documentation issued now and nearer the time before making any decisions or judgements relating to the acquisition. In particular, IRI stress that the tender offer for the outstanding shares of IRI referred to has not yet commenced, and that at the time the tender offer is commenced, the acquirers will release a Tender Offer Statement with the Securities and Exchange Commission and IRI will file a Solicitation/Recommendation Statement, all of which will contain important information that should be read carefully before any decision is made with respect to the offer; and all of which will be made available to all stockholders of IRI, at no expense to them. Secondly, the above contains certain forward-looking statements with respect to IRI and the plans or objectives for IRI and Symphony - these statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future.

For more information see IRI's Web site at www.infores.com . Symphony's Web site is at www.symphonytg.com and Tennenbaum's at www.tennenco.com .

All articles 2006-23 written and edited by Mel Crowther and/or Nick Thomas unless otherwise stated.