Nielsen Finalizes Offer Price for Harris Interactive and Extends the Expiration Date of the Offer to January 31
17 Enero 2014 - 8:21AM
Business Wire
Nielsen Holdings N.V. (NYSE:NLSN), its wholly-owned subsidiary,
Prime Acquisition Corp., and Harris Interactive Inc. (NASDAQ:HPOL)
today announced that the offer price for all outstanding shares of
common stock of Harris Interactive has been increased from $2.00 to
$2.04 per share pursuant to the terms of the merger agreement
announced on November 25, 2013.
This increase in price is required by and entirely attributable
to the final agreed upon average cash balance, less certain
deductions, of Harris Interactive and its subsidiaries as specified
in the merger agreement. Such cash balance was $2.18 million higher
than the cash balance specified in the merger agreement, which
resulted in a $0.04 increase in the per share offer price.
In accordance with the terms of the merger agreement and
applicable securities rules, expiration of the offer has been
extended until 12:00 midnight, New York City time, on January 31,
2014 (one minute after 11:59 P.M., New York City time, on January
31, 2014), unless the offer is further extended in accordance with
the terms of the merger agreement. As of 5 p.m. on January 16,
2014, approximately 1.3 million shares have been tendered pursuant
to the offer.
Harris Interactive stockholders who have already tendered their
shares will receive the benefit of the increased offer price and
need not take any action in order to do so. Except for the increase
to the offer price and the extension of the expiration of the
offer, all other terms and conditions of the offer remain
unchanged.
About Nielsen
Nielsen Holdings N.V. (NYSE:NLSN) is a global information and
measurement company with leading market positions in marketing and
consumer information, television and other media measurement,
online intelligence and mobile measurement. Nielsen has a presence
in approximately 100 countries, with headquarters in New York, USA
and Diemen, the Netherlands. For more information, visit
www.nielsen.com.
About Harris Interactive
Harris Interactive is one of the world’s leading market research
firms, leveraging research, technology, and business acumen to
transform relevant insight into actionable foresight. Known widely
for The Harris Poll®, Harris offers proprietary solutions in the
areas of market and customer insight, corporate brand and
reputation strategy, and marketing, advertising, public relations
and communications research across a wide range of industries.
Additionally, Harris has a portfolio of multi-client offerings that
complement our custom solutions while maximizing a client’s
research investment. Serving clients worldwide through our North
American and European offices, Harris specializes in delivering
research solutions that help our clients stay ahead of what’s next.
For more information, please visit www.harrisinteractive.com.
Forward Looking Statements
This news release includes information that could constitute
forward-looking statements. These statements may be identified by
words such as ‘will’, ‘expect’, ‘should’, ‘could’, ‘shall’ and
similar expressions. These statements are subject to risks and
uncertainties, and actual results and events could differ
materially from what presently is expected. The potential risks and
uncertainties include the possibility that the transaction will not
close or that the closing may be delayed; the possibility that the
conditions to the closing of the transaction may not be satisfied;
the risk that competing offers will be made; the transaction may
involve unexpected costs, liabilities or delays; the outcome of any
legal proceedings related to the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the transaction agreement; general economic
conditions; conditions in the markets Nielsen and Harris
Interactive are engaged in; behavior of customers, suppliers and
competitors (including their reaction to the transaction);
technological developments; as well as legal and regulatory rules
affecting Nielsen’s and Harris Interactive’s business and specific
risk factors discussed in other releases and public filings made by
Nielsen and Harris Interactive (including their respective filings
with the Securities and Exchange Commission (“SEC”)). This list of
factors is not intended to be exhaustive. Such forward-looking
statements only speak as of the date of this press release, and
Nielsen and Prime Acquisition Corp. assume no obligation to update
any written or oral forward-looking statement made by us or on our
behalf as a result of new information, future events, or other
factors.
Important Additional Information
This news release is provided for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any shares of the common stock of Harris Interactive or any
other securities. Nielsen Holdings N.V. and its wholly owned
subsidiary Prime Acquisition Corp. have commenced a tender offer
for all outstanding shares of common stock of Harris Interactive
Inc. and have filed with the SEC a tender offer statement on
Schedule TO (including an Offer to Purchase, a Letter of
Transmittal and related documents), as amended and which will be
further amended as necessary. Harris Interactive has filed with the
SEC a Solicitation/Recommendation Statement on Schedule 14D-9, as
amended and which will be further amended as necessary. These
documents contain important information, including the terms and
conditions of the tender offer, and stockholders of Harris
Interactive are advised to carefully read these documents before
making any decision with respect to the tender offer. Investors and
security holders may obtain a free copy of these statements and
other documents filed with the SEC at the website maintained by the
SEC at www.sec.gov. In addition, the Solicitation/Recommendation
Statement and related documents may be obtained for free by
contacting the investor relations department of Harris Interactive
at MBurns@HarrisInteractive.com. The Offer to Purchase and related
documents may be obtained for free by contacting the investor
relations department of Nielsen at kate.vanek@nielsen.com or by
directing such requests to the information agent for the tender
offer, Innisfree M&A Incorporated, at (888) 750-5834 (toll-free
for stockholders) or (212) 750-5833 (collect for bank and
brokers).
Nielsen Holdings N.V.Investor Relations:Kate
Vanek, +1 646-654-4593orMedia
Relations:Kristie Bouryal, +1 646-654-5577
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