Catalina Marketing Buyout

Catalina Marketing Corporation (POS)
$1.7B Buyout

Buyout of marketing support company
by ValueAct Capital

$32.10 per POS share; $1.7B enterprise value
POS news - stock chart
Follows bear hug offer made on 2.20.07

ValueAct is a 15.5% holder and has a board seat

Announced 3.08.07

Closed 10.01.07

Developments

Stockholders vote in favor of merger 8.13.07

ValueAct makes unsolicited offer at $32 per share

Schedule 13D amendment #7 2.21.07

Includes bear hug letter

Schedule 13D amendment #8 3.15.07
ValueAct is a 15.5% holder and has a board seat

Jeffrey Ubben is the principal owner of ValueAct
Became a POS director in May 2006

Other ValueAct 13D filings

Initial filing 10.21.03
Amendment #1 11.26.03
Amendment #2 1.28.04
Amendment #3 3.05.04
Amendment #4 5.10.04
Amendment #5 5.28.04
Amendment #6 6.06.05

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I. Description of Transaction

1.1 Merger of Merger Sub into the Company
1.2 Effect of the Merger
1.3 Closing; Effective Time
1.4 Certificate of Incorporation and Bylaws
1.5 Conversion of Shares
1.6 Company Options and Company SARs
1.7 Company Stock Units
1.8 ESPP
1.9 Closing of the Companys Transfer Books
1.10 Surrender of Certificates
1.11 Dissenting Shares
1.12 Further Action

Article II. Company Reps

2.1 Due Organization; Subsidiaries
2.2 Certificate of Incorporation; Bylaws; Charters and
Codes of Conduct
2.3 Authority; Binding Nature of Agreement
2.4 Capitalization, Etc
2.5 Sec Filings; Financial Statements
2.6 Absence of Changes
2.7 Title to Assets
2.8 Receivables
2.9 Intellectual Property
2.10 Contracts
2.11 Liabilities
2.12 Compliance with Legal Requirements
2.13 Governmental Authorizations
2.14 Tax Matters
2.15 Employee and Labor Matters; Benefit Plans
2.16 Real Property; Leasehold
2.17 Insurance
2.18 Legal Proceedings; Orders
2.19 Vote Required
2.20 Environmental Laws
2.21 Non-contravention; Consents
2.22 Fairness Opinion
2.23 Financial Advisor
2.24  Inapplicability of Anti-takeover Statutes, Company
        Rights Agreement and Article Twelfth of Restated
        Certificate of Incorporation
2.25 Proxy Statement

Article III. Parent and Merger Sub Reps

3.1 Valid Existence
3.2 Authority; Binding Nature of Agreement
3.3 Non-contravention
3.4 Governmental Consents
3.5 Legal Proceedings
3.6 Activities of Parent and Merger Sub
3.7 Information Supplied
3.8 Brokers
3.9 Ownership of Company Stock
3.10 Financing
3.11 Solvency
3.12 No Other Representations or Warranties

Article IV. Certain Covenants of the Company

4.1 Access and Investigation
4.2 Operation of the Companys Business
4.3 Solicitation by the Company

Article V. Additional Covenants of the Parties

5.1 Proxy Statement
5.2 Company Stockholders Meeting
5.3 Regulatory Approvals
5.4 Public Disclosure
5.5 Stockholder Litigation
5.6 Indemnification
5.7 Notification of Certain Matters
5.8 Rule 16b-3
5.9 Employee Benefits
5.10 Confidentiality
5.11 Employee Representative Body or Works Council
Consultations
5.12 Financing

Article VI. Conditions to Merger

6.1 Each Party
6.2 Parent and Merger Sub
6.3 Company

Article VII. Termination

7.1 Termination
7.2 Effect of Termination
7.3 Expenses; Termination Fees

Article VIII. Miscellaneous Provisions

8.1 Amendment
8.2 Waiver
8.3 No Survival of Representations, Warranties or
Covenants
8.4 Entire Agreement
8.5 Counterparts; Signatures
8.6 Applicable Law; Jurisdiction
8.7 Assignability
8.8 No Third Party Beneficiaries
8.9 Notices
8.10 Cooperation
8.11 Severability
8.12 Construction
8.13 Remedies

Other Agreements

Agreements

Form 8-K summary

Schedule 13E-3 Filings

Schedule 13E-3 6.18.07

Exhibits

Amendment #1 7.03.07

Exhibits

Amendment #2 7.10.07

Proxy Solicitation

Shareholder meeting

August 13, 2007

Proxy statement filings

Definitive 7.09.07
Preliminary 5.02.07

Related Topics

Clear Gif