By Lisa Kerner
Charlotte, N.C., Aug. 29 - Greenfield Online, Inc. terminated its merger agreement with affiliates of Quadrangle Group and instead agreed to be acquired by Microsoft Corp. in a cash tender offer valued at approximately $486 million, or $17.50 per share.
According to Greenfield Online, Quadrangle's right to match Microsoft's offer expired and Greenfield Online is required to pay Quadrangle a $5 million fee.
A $5 million termination fee is also included in the agreement with Microsoft, it was reported in a schedule 14A filed with the Securities and Exchange Commission.
Microsoft, a Redmond, Wash., software company, will sell the assets of Greenfield Online's internet survey solutions business to an unnamed financial buyer.
The merger of Greenfield Online and Microsoft, as well as Microsoft's sale of the internet survey solutions business, are expected to close simultaneously in the fourth quarter of 2008, a Greenfield Online news release said.
"Acquiring one of Europe's leading price comparison, shopping and consumer reviews sites will further extend Microsoft's search and ecommerce services in Europe," Tami Reller, a Microsoft vice president, said in the release.
Deutsche Bank Securities Inc. advised Greenfield Online on the transaction.
Greenfield Online received Microsoft's offer during its go-shop period under the agreement with Quadrangle. It was previously reported that the private investment firm agreed to acquire all of the outstanding common stock of Greenfield Online for $15.50 per share in cash, or a total equity value of about $426 million.
Greenfield Online provides internet survey and comparison shopping solutions primarily in North America and Europe. The company is based in Wilton, Conn.
| Acquirer: | Microsoft Corp.
|
| Target: | Greenfield Online, Inc.
|
| Announcement date: | Aug. 29
|
| Transaction total: | $486 million
|
| Price per share: | $17.50
|
| Expected closing: | Fourth quarter of 2008
|
| Stock price for target: | Nasdaq: SRVY: $17.25 on Aug. 28
|
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