The buyers -- enterprise software provider Symphony Technology II-A and investment capital firm Tennenbaum Capital Partners -- will begin a tender offer by July 14 of $3.30 a share for IRI, or $98.4 million, a 10.7% premium to Friday's closing price of $2.98. IRI shareholders also will be entitled to a pro-rated portion of a 60% pool of any future settlement or judgment in IRI's pending antitrust lawsuit against VNU's ACNielsen Corp.
Symphony and Tennenbaum also have
$350 million lawsuit
IRI is seeking more than $350 million, subject to possible trebling, from ACNielsen and its former owners, Dun & Bradstreet Corp. and IMS. The lawsuit, filed in 1996, is set for trial Sept. 20, 2004. IRI's share price has nearly doubled since a trial date in the case was set in May.
IRI announced in February it had retained William Blair & Co., Chicago, to explore strategic options following the announcement in December that Procter & Gamble Co., the market research firm's biggest client, is moving its U.S. retail sales tracking business to ACNielsen effective July 1.
IRI lost nearly two-thirds of its stock value after that announcement, bottoming out at $1.02 in March. But the acquisition comes in well below the stock's 52-week high of $9.08 set last July 1.
A hedge fund controlled by Chapman Capital in February announced it had obtained more than 5% of IRI shares, whose managing partner Robert L. Chapman called on IRI's board to either sell the company or fire Chairman-CEO Joseph Durrett. Mr. Chapman later reduced his fund's holdings below 5% after IRI announced it had retained William Blair.
"Symphony and Tennenbaum have considerable financial resources, strategic and operational capabilities, and technical expertise," Mr. Durrett said in a prepared statement.
"This transaction has the potential to change the competitive dynamics of this industry," Michael E. Tennenbaum, managing general partner of Tennenbaum Capital Partners said in the statement, adding that he's looking to do more such deals in conjunction with Symphony.