ROCHESTER, N.Y. — The global market research firm Harris Interactive on Monday announced that it has entered into a definitive merger agreement to be acquired by Nielsen Holdings.
"This announcement reflects the successful completion of the turnaround strategy that we began in July 2011 and will deliver to Harris Interactive stockholders meaningful value and liquidity immediately upon closing," said Al Angrisani, Harris Interactive president and CEO. "Harris Interactive's board of directors selected the Nielsen transaction after a thorough review of the company's strategic alternatives that began earlier this year," he said. "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."
"For our existing CPG and media clients, our combined capabilities will provide better and more integrated insights to help them drive business outcomes," added John 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."
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 per share in cash, subject to adjustment as provided in the merger agreement. The $ per share cash purchase price represents a 2% premium to the volume weighted average closing price of Harris Interactive's common stock in the 60 consecutive trading days prior to announcement of the transaction.
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.