OneSource Information Services, Inc. has agreed to be acquired by a wholly-owned subsidiary of infoUSA Inc. for $8.85 per share in cash. The transaction has been structured as a cash tender offer for 100% of OneSource's outstanding shares of common stock to be followed by the merger of OneSource with and into a wholly-owned subsidiary of infoUSA. infoUSA intends to commence the offer for all of OneSource's outstanding shares of common stock on or about May 6, 2004. Unless otherwise extended by infoUSA, the offer period will run for twenty business days and, subject to regulatory review, is expected to close on or about June 3, 2004. A vote of shareholders on the merger will be required only if less than 90% of the shares of common stock of OneSource are tendered into the offer. As part of the transaction, OneSource has granted infoUSA an option to acquire up to 19.9% of the issued and outstanding shares of common stock of OneSource that would become exercisable only upon the acceptance and payment for shares of common stock in the tender offer if, after the exercise of the option, infoUSA or its affiliates would own 90% or more of the shares of common stock of OneSource. InfoUSA has received financing commitments sufficient to complete the acquisition.
OneSource has terminated the Agreement and Plan of Merger dated February 18, 2004, by and among OneSource, VAC-OS Holdings LLC, and OS Merger Sub, Inc. The $8.85 per share offered by the infoUSA transaction represents a premium of approximately 7.3% to the $8.25 closing price of OneSource common stock on April 28, 2004, and a premium of approximately 5.4% to the $8.40 per share cash consideration in the merger agreement with VAC-OS Holdings LLC and OS Merger Sub, Inc. ValueAct Capital Partners, L.P. and its affiliates and Martin Kahn, executive chairman and interim CEO of OneSource, have agreed to tender their shares in the offer. ValueAct Capital Partners, L.P. and its affiliates currently hold approximately a 32% ownership interest in OneSource, according to its most recent filing with the Securities and Exchange Commission. Additional details regarding the tender offer and the transaction will be disclosed in tender offer documents, which will be filed concurrently with commencement of the tender offer.