SECOND BID COMES IN FOR IRI

Board Wary Over Offer From Software Marketer Open Ratings

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CINCINNATI (AdAge.com) -- Information Resources Inc. has received an unsolicited "indication of interest" from supply-chain software marketer Open Ratings, IRI said.

According to an IRI statement on Saturday, Open Ratings has made a "non-binding indication of interest" of $3.75 a share, 13.6% or $13.4 million above the cash portion of a pending tender offer by Gingko Acquisition Corp. that is set to expire Oct. 31. Gingko's bid is $3.30 a share or $98.4 million.

Funding lawsuit
Open Ratings' non-binding offer also

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includes commitments to fund IRI's lawsuit against VNU's ACNielsen Co. and to give shareholders a share of proceeds from any settlement or judgment from that lawsuit on terms at least as attractive as those proposed by Gingko, according to the statement.

Executives of Open Ratings could not immediately be reached for comment.

A spokeswoman for IRI, a market research firm, said Open Ratings made its indication of interest in a letter sent Oct. 22 to IRI's board. Open Ratings was not involved in an eight-month search by William Blair & Co. for strategic or acquisition partners for IRI that ended earlier this year, she said.

A stalking horse?
The spokeswoman said Open Ratings may have sought to capitalize on shareholder dissatisfaction with the Gingko offer, which has been extended and sweetened several times after failing to attract the necessary 51% of IRI shares. But she said she didn't believe Open Ratings was acting as a stalking horse for interests seeking to gain control of IRI in order to settle its 7-year-old antitrust lawsuit against ACNielsen.

IRI's board reaffirmed its recommendation that shareholders accept the Gingko offer.

Board cites conflict of interest
IRI in its statement had said Dun & Bradstreet, a co-defendant in the ACNeilsen suit, "is both an owner and a strategic business partner of Open Ratings," which IRI termed "a potentially serious conflict of interest" in the company's ability to maximize potential lawsuit proceeds. The statement also said Open Ratings' offer is subject to obtaining financing and completion of due diligence, both of which Gingko already has done.

Gingko has determined it will not change or extend its offer in response to Open Ratings' move, according to IRI's statement.

Executives with Symphony Technologies, leading the Gingko group, had indicated last week the deal was "really close to being done" after having made what it described as its "final and best offer," the IRI spokeswoman said. But she added, "We can't tell how shareholders will react to Open Ratings."

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