D&B has announced a definitive agreement to acquire Hoover's. The transaction is valued at $7.00 per share in cash, for a total of approximately $117 million, or $81 million net of Hoover's cash. Hoover's, based in Austin, Texas, provides industry and market intelligence on public and private companies, primarily to sales, marketing and business development professionals. For the trailing 12 months ended September 30, 2002, Hoover's reported revenue of $32 million and its first full year of profitability, with net income of $1 million. Following the transaction, Hoover's CEO Jeffrey R. Tarr will continue to lead the Hoover's business, which will become part of D&B's E-Business Solutions group.
Hoover's Online, the largest component of Hoover's business, offers a subscription-based, proprietary, editorial database covering more than 18,000 public and private companies worldwide, 300 industries and 170,000 corporate executives. Hoover's subscription revenues represented 81 percent of its total revenues in the quarter ended September 30, 2002, and grew 22 percent over the comparable prior-year period.
The acquisition is expected to close in the first quarter of 2003, subject to regulatory approvals, customary closing conditions, and the approval of a majority of Hoover's outstanding shares. The boards of directors of both companies have unanimously approved the definitive agreement, and Hoover's directors, executive officers and certain other shareholders, collectively representing approximately 36 percent of outstanding shares, have agreed to vote in favor of the transaction.