Acxiom Buyout

Acxiom (ACXM)
Silver Lake / ValueAct Capital
$3.0B Buyout - Terminated Deal

Buyout of data, services and technologies integrator

$27.10 per ACXM share; $3.0B total
ACXMstock chart

Announced 5.16.07

Developments

MMI Investments opposes the price of $27.10 per share as being inadequate and unfair to stockholders

Claims "go-shop" is flawed
Schedule 14A filing 7.13.07

Deal Terminated

Deal terminated 10.01.07

Termination fee reduced to $65mm upon mutual agreement

Mutual termination agreement and release

Business declines

ACXM posted disappointing earnings for 2Q 2007

Financial

Special Committee: Stephens Inc / Merrill Lynch
Sponsors: UBS

Legal

ACXM: Wilson Sonsini / Morris Nichols
VC: Dechert
Silver Lake: Simpson Thacher

Merger Agreement

General

EDGAR filing
Amendment #2 5.22.07
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions & Interpretations

1.1 Certain Definitions
1.2 Additional Definitions
1.3 Certain interpretations

Article II The Merger

2.1 The Merger
2.2 The Effective Time
2.3 The Closing
2.4 Effect of the Merger
2.5 Certificate of Incorporation and Bylaws
2.6 Directors and Officers
2.7 Effect on Capital Stock
2.8 Exchange of Certificates
2.9 No Further Ownership Rights in Company Common
Stock
2.10 Lost, Stolen or Destroyed Certificates
2.11 Necessary Further Actions

Article III Company Reps

3.1 Authorization
3.2 Requisite Stockholder Approval
3.3 Non-contravention and Required Consents
3.4 Required Governmental Approvals
3.5 Organization and Standing
3.6 Subsidiaries
3.7 Capitalization
3.8 Company SEC Reports
3.9 Company Financial Statements
3.10 No Undisclosed Liabilities
3.11 Absence of Certain Changes
3.12 Material Contracts
3.13 Real Property
3.14 Personal Property and Assets
3.15 Intellectual Property
3.16 Tax Matters
3.17 Employee Plans
3.18 Labor Matters
3.19 Permits
3.20 Compliance with Laws
3.21 Environmental Matters
3.22 Litigation
3.23 Insurance
3.24 Related Party Transactions
3.25 Brokers
3.26 Opinion of Financial Advisor
3.27 Company Rights Plan
3.28 State Anti-takeover Statutes
3.29 Proxy Statement and Other Required Filings

Article IV Newco and Merger Sub Reps

4.1 Organization
4.2 Authorization
4.3 Non-contravention and Required Consents
4.4 Required Governmental Approvals
4.5 Litigation
4.6 Proxy Statement and Other Required Filings
4.7 Ownership of Company Capital Stock
4.8 Brokers
4.9 Operations of Newco and Merger Sub
4.10 Financing
4.11 Solvency
4.12 No Other Company Representations or Warranties
4.13  Non-reliance on Company Estimates, Projections,
        Forecasts, Forward-looking Statements and Business
        Plans

Article V Covenants of the Company

5.1 Interim Conduct of Business
5.2 No Solicitation
5.3 Company Board and Special Committee
Recommendation
5.4 Company Stockholder Meeting
5.5 Access
5.6 Certain Litigation
5.7 Section 16(b) Exemption

Article VI Additional Covenants

6.1 Reasonable Best Efforts to Complete
6.2 Regulatory Filings
6.3 Proxy Statement and Other Required Filings
6.4 Financing
6.5 Anti-takeover Laws
6.6 Notification of Certain Matters
6.7 Public Statements and Disclosure
6.8 Directors and Officers Indemnification and Insurance
6.9 Obligations of Merger Sub
6.10 Confidentiality

Article VII Conditions to the Merger

7.1 Each Party
7.2 Newco and Merger Sub
7.3 Effect the Merger

Article VIII Termination, Amendment and Waiver

8.1 Termination
8.2 Notice of Termination; Effect of Termination
8.3 Fees and Expenses
8.4 Amendment
8.5 Extension; Waiver

Article IX General Provisions

9.1 Survival of Representations, Warranties and Covenants
9.2 Notices
9.3 Assignment
9.4 Entire Agreement
9.5 Third Party Beneficiaries
9.6 Severability
9.7 Specific Performance
9.8 Newco Damage Limitation
9.9 Governing Law
9.10 Consent to Jurisdiction
9.11 Waiver of Jury Trial
9.12 Company Disclosure Letter References
9.13 Counterparts

Other Agreements

Voting agreement 5.22.07

SEC filings

Schedule 13D

Amendment #6 8.15.07
Amendment #5 7.13.07
Amendment #4 6.12.07
Amendment #3 5.30.07

Schedule 13D - MMI investments

Amendment #2 5.21.07

Schedule 13E-3

Schedule 13E-3 6.27.07

Exhibits

Amendment #1 7.19.07

Exhibits

Proxy Solicitation

Preliminary proxy statement 6.27.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 5.2

Proxy statement disclosure

Break-up fee

$110mm, plus out-of-pocket expenses
Agreement 8.3

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 6.1

Proxy statement disclosure

Related Topics

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