Attached files
file | filename |
---|---|
8-K - FORM 8-K - infoGROUP Inc. | d71434e8vk.htm |
EX-99.4 - EX-99.4 - infoGROUP Inc. | d71434exv99w4.htm |
EX-99.3 - EX-99.3 - infoGROUP Inc. | d71434exv99w3.htm |
EX-99.5 - EX-99.5 - infoGROUP Inc. | d71434exv99w5.htm |
EX-99.2 - EX-99.2 - infoGROUP Inc. | d71434exv99w2.htm |
Exhibit 99.1
Project Brando Final
Infogroup Employees Bill Fairfield Script
For internal use only Do Not Distribute
Welcome, This is Bill Fairfield, your CEO. I have some great news to share with you today.
But first let me get some of the official business out of the way. We must read the following
information before we can start.
REQUIRED SEC LANGUAGE
Infogroup plans to file with the Securities and Exchange Commission (the SEC) and mail to its
stockholders a proxy statement in connection with the proposed merger with Omaha Acquisition Inc.,
pursuant to which Infogroup would be acquired by Omaha Holdco Inc. (the Transaction). The proxy
statement will contain important information about the proposed Transaction and related matters.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES
AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy statement
and other
1
documents filed with the SEC by Infogroup through the web site maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the
proxy statement from Infogroup by contacting Investor Relations by telephone at (402) 593-4541, or
by mail at Infogroup, Investor Relations, 5711 South 86th Circle, Omaha, Nebraska 68127.
Infogroup and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Infogroup in connection with the proposed
Transaction. Information regarding the interests of these directors and executive officers in the
Transaction described herein will be included in the proxy statement described above. Additional
information regarding these directors and executive officers is also included in Infogroups proxy
statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on September
30, 2009. This document is available free of charge at the SECs web site at www.sec.gov, and from
Infogroup by contacting Investor Relations by telephone at (402) 593-4541, or by mail at Infogroup,
Investor Relations, 5711 South 86th Circle, Omaha, Nebraska 68127, or by going to
2
Infogroups Investor Relations page and choosing the Financial Information link, on the Infogroup
corporate web site at www.Infogroup.com.
Note on Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of 1995, including but not
limited to, statements regarding the anticipated benefits of the proposed Transaction and the
expected closing of the proposed Transaction. These forward-looking statements involve certain
risks and uncertainties that could cause actual results to differ materially from those indicated
in such forward-looking statements, including, but not limited to, the ability of the parties to
consummate the proposed Transaction, satisfaction of closing conditions precedent to the
consummation of the proposed Transaction, the expected timing of completion of the proposed
Transaction, and such other risks as identified in Infogroups Annual Report on Form 10-K for the
fiscal year ended December 31, 2009, as filed with the SEC on February 26, 2010, which contains and
3
identifies important factors that could cause the actual results to differ materially from those
contained in the forward-looking statements. Infogroup assumes no obligation to update any
forward-looking statement contained in this document.
So now lets get started Thank you for joining me. Today, we announced that Infogroup has
agreed to be acquired by CCMP Capital. Upon completion of the transaction, Infogroup will be a
private company. This decision has the full support of our management team and Board of Directors.
The transaction is expected to close early this summer and subject to the approval of Infogroup
shareholders, customary closing conditions and regulatory approvals. Until then, we still are
operating as a publicly traded company.
This is good news for you our valued employees for our clients and for our shareholders, who
will receive an attractive, immediate and certain cash value of their shares.
Were starting another exciting chapter of the Infogroup story. Transitioning from a public to a
private Company brings benefits to our shareholders, clients and employees.
4
As we discussed, our shareholders will receive an attractive, immediate and certain cash value of
their shares. For our clients and you, our employees, the merger will allow for greater stability,
focus and flexibility to make the strategic, long-term investments that are needed to advance our
leadership position we will continue to grow the core business, expand product solution
offerings, improve overall cost structures and efficiencies, invest in technology and expand our
global reach. Under the new partnership with CCMP, we can accelerate the positive momentum we have
all started together.
As part of the new Infogroup, well also remain committed to reviewing and simplifying our internal
processes and policies, making it easier for clients and partners to do business with us
Going private makes sense for Infogroup. CCMP Capital is a global private equity firm and has a
reputation for being a great partner with the companies they invest in. I encourage you to visit
www.CCMPcapital.com for additional information on this world-class firm.
5
CCMP Capital has grown other companies successfully in the media, consumer/retail, industrial,
energy and healthcare industries. Its strategy of helping companies optimize their operations in
order to accelerate growth will help us capitalize on our leading position and strong value
proposition. CCMP Capital takes a long-term view and will own a firm for many years, building the
companys value over time. CCMP Capital recognizes Infogroup as a company with highly skilled
professionals who deliver on promises to clients and each other. In addition, CCMP Capitals
commitment to invest in companies for the long-term offers growth opportunities for employees.
With strong, predictable cash flows and a highly talented employee base, Infogroup has the critical
characteristics for success as a CCMP Capital portfolio company.
Understandably, youll have many questions as we work through this transaction, such as:
| What happens to my 401k? | ||
| Will there be layoffs? | ||
| Will Infogroups management team change? |
6
Ill address as many questions as I have answers to today, and you have our commitment to update
you regularly. This week, there will be a new section on our InfoNET dedicated to this
transaction. Please check there regularly. Well update InfoNET as quickly as we obtain new
information.
Now, to the questions I know are on your mind...
1. Was Infogroup actively seeking to be sold?
The answer is no. However, the question was raised when the former Chairman and Chief Executive
Officer Vin Gupta
issued a press release stating his belief that the Company should explore its strategic
alternatives, including a sale of the Company. The Board of Directors of Infogroup (the Board)
engaged an independent financial advisor, Evercore Partners, to explore viable options and
determine what is in the best interest of ALL shareholders.
The Board Of Directors established a Mergers and Acquisitions Committee comprised solely of
Independent Directors. Led by the M&A Committee, the Board conducted a rigorous analysis which
included a competitive bidding process.
7
Infogroup, based on the recommendation of the M&A Committee, concluded that partnering with CCMP
provided maximum shareholder value and will enhance the services we provide clients by enabling the
Company to focus on long-term investment and continue to offer employees the benefits of a dynamic
and growing Company.
The Board unanimously approved the transaction and the Management Team supports it.
2. Does the transaction require shareholder approval? When will the vote take place?
Yes, Approval of the transaction requires an affirmative vote by a majority of the outstanding
shares and a proxy will be circulated to shareholders. Vin Gupta, our largest shareholder, has
agreed to vote his shares in favor of the merger. It is too early to say when the vote will take
place.
3. What is the anticipated distribution date of funds to shareholders?
Shortly after the close of the transaction.
8
4. Will the stock continue to trade in the open market until close?
Yes.
5. What will happen to the Executive Team?
A key consideration for CCMP in acquiring Infogroup is the quality of the Companys management.
The current management team will remain under my direction through the closing of the transaction.
6. What impact does this have on the Board of Directors?
After the transaction closes, the Company will be private and our current Board will step down and
CCMP will appoint a new board.
7. Do you expect clients to leave because of ownership by CCMP?
No. Quite the contrary. This transaction will provide us with greater flexibility to make
long-term investments to enhance the services we provide our client. Its important that we operate
as business as usual to ensure our clients continue to receive superior levels of service from
Infogroup.
9
8. How are clients being notified?
Our salespeople and others are notifying clients as we speak. We do not expect that our private or
public company status will affect day-to-day service to the customer. I strongly encourage you to
continue delivering excellent service to them.
9. What will happen to Infogroup employees and the operations? Will there be any site closings or
layoffs?
CCMP has acquired the company to build value. Our employees bring a wealth of experience and
knowledge. It is the intention of CCMP and Infogroup to ensure continuity of operations and
continued excellent service to our clients. As you know, we have been examining how we deliver
products and services to our customers and determining ways to get closer to the customers. We
will be continuing that initiative if we were private or a public company because its the right
thing to do for the business.
10
10. What will happen to current 401K, retirement and health plans?
As per the agreement, Infogroups current health and welfare, 401K and retirement plan benefits
packages throughout the world are expected to function the same after the closing as they did
before for the foreseeable future.
11. Will there be an equity plan?
We dont have any details at this time.
12. Will the headquarters be moved? What will the impact be on other Infogroup locations and facilities?
The Corporate Headquarters will remain in Omaha. Like our other cost savings initiatives, we will
continue to look at building leases and determine the best value for the Company. That will be an
on-going initiative.
I realize that this is a lot of information. As you think about it and come up with questions,
please submit your questions to our employee feedback link we have on InfoNET. Check InfoNET often
for updates and well try to keep you posted on our progress.
11
I know I speak for the senior management team when I say were very enthusiastic about both the
structure of this transaction and the prospect of entering a new chapter of the Infogroup story
with CCMP. As we go through this transition, I ask you to remain squarely focused on our clients
remember, they are the reason why we are in business.
Thank you for your time and commitment to the success of Infogroup. Together with CCMP, well shape
the new Infogroup.
12