Harris Interactive, a global market research firm, has entered into a definitive merger agreement to be acquired by Nielsen, the global provider of information and insights 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.
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 per cent 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.
Al Angrisani, President and CEO of Harris Interactive, commented: “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.”
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 if there was an adjustment to the $2.00 price as a result of such final purchase price determination, the offer will remain open for 10 business days from the date of such announcement.
The transaction is expected to close in the first quarter of calendar year 2014 and is not subject to a financing condition.