Hoover's to be acquired for $7.00 per share (in cash).
Boy, I guess all you SI HOOV people (all two of you (?)) do not follow news on Hoover's very closely.
I did not see this news release either. Someone pointed it out to me.
And -- it came out over eight hours ago !
Jon.
*******************************
D&B Announces Agreement to Acquire Hoover's
Thursday December 5, 4:15 pm ET
Combination Supports D&B's Blueprint for Growth Strategy
D&B Expects 2002 and 2003 Earnings to be in Line with First Call
Estimates
SHORT HILLS, N.J. and AUSTIN, Texas--(BUSINESS WIRE)--Dec. 5, 2002--D&B (NYSE: DNB - News) and
Hoover's (NASDAQ: HOOV - News) today announced a definitive agreement whereby D&B will 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.
Hoover's Online(TM), the largest and fastest
growing 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.
"Hoover's is a natural fit for D&B because its strengths align with four of our areas of strategic focus," said Allan
Z. Loren, chairman and chief executive officer of D&B. "Its core subscription business has a track record of
growth and the potential for much more. This is consistent with our aspiration to become a growth company. In
addition, Hoover's products complement our Sales & Marketing Solutions, an area where we are investing for
growth. Further, Hoover's has made solid inroads with small business customers, a segment that we have just
begun to tap. And finally, with the majority of its revenue delivered online, Hoover's business model is consistent
with our aspiration to have an important presence on the Web."
D&B plans to accelerate growth of Hoover's Online(TM) subscription business and improve Hoover's profitability.
It expects to do this primarily by expanding the distribution of Hoover's products by generating sales leads through
the millions of customer contacts made each year by D&B's telesales channels. As a result, D&B expects
Hoover's revenue to almost double by 2005.
"Over the course of the past year, Hoover's has demonstrated dramatic improvements in its financial results," said
Jeffrey R. Tarr, Hoover's chairman and chief executive officer. "For the past 12 years, Hoover's has built a
reputation for high-quality information and high-value products which has led to an extremely loyal subscriber
base and millions of unique website visitors per quarter. I am excited about the additional growth opportunities
created by joining with D&B," Tarr said.
Following the transaction, Mr. Tarr will continue to lead the Hoover's business, which will become part of D&B's
E-Business Solutions group.
D&B expects its fully diluted earnings per share for 2002 and for 2003 (after the effect of this transaction) to be in
line with the current range of First Call estimates. D&B expects that its flexible business model will enable it to
deliver double-digit earnings growth in 2003 despite the $0.08 per share dilutive impact of this acquisition next
year. The dilution is primarily due to the purchase accounting write-down of Hoover's deferred subscription
revenue, and one-time merger-related costs. The purchase accounting write-down will have no impact on cash
flows.
D&B expects the transaction to be accretive beginning in 2004. Further guidance about D&B's outlook will be
provided in early 2003.
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.
D&B will fund the acquisition primarily with cash on hand.
"We feel good about our progress in executing the Blueprint for Growth," Loren said. "Our current business is
achieving our goals despite a difficult global environment. And our flexible business model continues to make it
possible for us to invest for growth. We are doing what we said we would do -- using our cash to invest in our
current business and fund value-creating acquisitions," Loren continued. "We are confident we will deliver on our
Blueprint aspiration to become a growth company with an important presence on the Web."
Teleconference/Webcast Information
A teleconference is scheduled for D&B investors on Thursday, December 5, 2002, at 5:30 pm (Eastern Time).
Allan Z. Loren, chairman and chief executive officer of D&B, will host the call. Management's remarks will be
followed by a question-and-answer period. A live Webcast of the call can be accessed on D&B's Investor
Relations Web site at investor.dnb.com. An archive of the Webcast will be available approximately one hour
after the call until Midnight (Eastern Time), December 12, 2002.
About D&B
D&B (NYSE: DNB - News) provides the information, tools and expertise to help customers Decide with
Confidence. D&B enables customers quick access to objective, global information whenever and wherever they
need it. Customers use D&B Risk Management Solutions to manage credit exposure, D&B Sales & Marketing
Solutions to find profitable customers and D&B Supply Management Solutions to manage suppliers efficiently.
D&B's E-Business Solutions are also used to provide Web-based access to trusted business information for
current customers as well as new small business and other non-traditional customers. Over 90 percent of the
Business Week Global 1000 rely on D&B as a trusted partner to make confident business decisions. For more
information, please visit www.dnb.com
About Hoover's, Inc. - The Business Information Authority(tm)
Hoover's (NASDAQ: HOOV - News) is a leading provider of business information. Hoover's publishes
authoritative information on public and private companies worldwide, and provides industry and market
intelligence that helps sales, marketing and business development professionals and senior-level executives get
the global intelligence they need to grow their businesses. This information, along with advanced searching tools,
is available through Hoover's Online(TM) (www.hoovers.com), the company's premier online service. Hoover's
business information is also available through corporate intranets and distribution agreements with licensees, as
well as via print and CD-ROM products from Hoover's Business Press.
Contact:
D&B Contacts
Media:
Joanne Carson, 973/921-5610
carsonj@dnb.com
or
Investors/Analysts:
Sandy Parker, 973/921-5693
parkerr@dnb.com
or
Hoover's Contact:
Frank Milano, 512/421-4336
fmilano@hoovers.com
Source: D&B
****************************
END. |
