infoUSA and Guideline, Inc. have announced that they have entered into a definitive merger agreement to provide for the acquisition of Guideline by infoUSA. The total transaction value, including the assumption of debt, will be approximately $41.6 million. Under the terms of transaction, infoUSA will pay $1.35 per share of Guideline common stock, in cash, and an amount equal to the liquidation preference and accrued dividends for outstanding shares of Guideline preferred stock. The acquisition will be effected by a tender offer for all outstanding Guideline shares, followed by a second-step merger. infoUSA will finance the transaction with cash on hand and borrowings under its credit facility.
infoUSA expects the acquisition of Guideline to be accretive to earnings in fiscal 2007. The transaction, expected to close in the third quarter of 2007, is subject to customary closing conditions. Guideline will remain headquartered in New York City and will operate independently as part of infoUSA. Marc Litvinoff, who has been with Guideline since 2004, will become the company's CEO. In connection with the signing of the merger agreement, certain directors and executive officers as well as certain significant shareholders of Guideline, who own in the aggregate approximately 59% of the outstanding shares of Guideline common stock, have entered into agreements with infoUSA pursuant to which they have agreed to tender their shares to infoUSA and, if necessary, vote in favor of the second-step merger and against any competing transaction. Guideline has also granted infoUSA an option to purchase a number of shares of Guideline common stock that, if exercised and subject to certain conditions, would result in infoUSA owning in excess of 90% of the shares of common stock of Guideline, which would allow infoUSA to effect the second-step merger without calling a special meeting of Guideline shareholders.
(www.infoUSA.com; www.guideline.com; www.sec.gov)