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Gingko Acquires 62% of Shares; Makes Offer for Remaining Stock

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CINCINNATI (AdAge.com) --Investment group Gingko Acquisition Corp. announced Monday it had successfully completed its tender offer for Information Resources Inc., acquiring nearly 19.4 million shares or 62% of IRI's outstanding common stock.

Gingko, formed by software vendor

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Symphony Technology Group for purposes of making the offer, said it would begin to acquire the remaining outstanding shares. The offer includes $3.30 per share, or $98.4 million, plus $10 million in funding for legal expenses associated with IRI's antitrust lawsuit against VNU's ACNielsen Co. and contingent value rights giving shareholders most of the proceeds from any settlement or judgment in the suit, scheduled for trial next September.

If Gingko acquires 90% of share prior the subsequent offering, scheduled to end Nov. 21, it can conclude the merger without a shareholder vote. If it doesn't acquire the remaining shares, it will need to schedule a shareholder vote to approve the merger, which could take an additional 60 to 90 days.

IRI's board last week urged rejection of a rival non-binding bid from another software company, Open Ratings, for $3.75 a share, up to 100% of proceeds in the lawsuit and structuring that would have allowed some of the proceeds to be tax free. The board said there was no evidence Open Ratings had the financing to complete the deal.

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