infoUSA Begins Tender Offer to Acquire Guideline, Inc.
Monday, 23 July 2007
infoUSA Inc., a leading provider of proprietary business and consumer databases, sales leads, direct marketing, and email marketing is commencing today, through its wholly-owned subsidiary Knickerbocker Acquisition Corp., a cash tender offer to purchase all outstanding shares of capital stock of Guideline, Inc. in accordance with the merger agreement among infoUSA, Kinckerbocker and Guideline.
Upon the successful closing of the tender offer, shareholders of Guideline will receive $1.35 for each share of Guideline common stock and $1.50 plus all accrued but unpaid dividends for each share of Guideline Series A preferred stock tendered in the offer, in cash and in each case less any required withholding taxes. Following the purchase of such shares in the tender offer, Guideline will become a subsidiary of infoUSA.
infoUSA will file today with the Securities and Exchange Commission ("SEC") a tender offer statement on Schedule TO that provides the terms of the tender offer. Guideline will file today with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Guideline's board of directors that Guideline shareholders accept the tender offer and tender their shares to infoUSA. Guideline's board of directors, upon the recommendation of the special committee of the board of directors of Guideline, has unanimously determined that the tender offer and the related merger is advisable and fair to, and in the best interests of, Guideline's shareholders and approved the tender offer, the related merger and the related transactions.
The tender offer will expire at 12:00 midnight, New York City time, at the end of Friday, August 17, 2007, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The tender offer will be subject to customary conditions, including the acquisition by infoUSA of at least 66 2/3% of Guideline's outstanding shares on a fully-diluted basis (as defined in the merger agreement).