Acxiom and ValueAct Capital today jointly announced they reached a deal through which ValueAct managing partner Jeffrey Ubben will have a seat on the Acxiom board of directors.
Ubben had been angling for a proxy fight at this month's Acxiom board meeting, at which he hoped to elect a three-person alternative slate to the board of the Little Rock-based technology company. In the run-up to the showdown, Ubben publicly challenged Acxiom's strategies and corporate governance.
Under the terms of the deal, Ubben also gets to nominate an additional Acxiom board member.
More details are available in the full press release announcing the deal, after the jump.
Acxiom® and ValueAct Capital Reach Agreement
ValueAct Capital Terminates Proxy Solicitation; Managing Partner to Join Acxiom Board
LITTLE ROCK, Ark. and SAN FRANCISCO, Calif. — August 7, 2006 — Acxiom® Corporation (Nasdaq: ACXM) and ValueAct Capital® today announced that they have reached an agreement under which ValueAct Capital Managing Partner Jeffrey W. Ubben will join the Acxiom board of directors. The agreement ends ValueAct Capital’s attempt to elect its three-person alternative slate, which included Mr. Ubben, to the Acxiom board. Under the terms of the agreement:
· ValueAct Capital will vote its shares in favor of the Acxiom slate of board nominees chairman and company leader Charles D. Morgan, Ann Die Hasselmo, William J. Henderson and Michael J. Durham – and is terminating its proxy solicitation.
· ValueAct Capital Managing Partner Jeffrey W. Ubben has been appointed to the Acxiom board of directors for a two-year term, effective immediately. Ubben will become a member of the board’s corporate governance committee and the newly created finance committee.
· A second, ValueAct Capital-selected, independent candidate for the Acxiom board will be nominated for a two-year term, increasing the size of the Company’s board of directors to 11. Ubben and the second candidate will be eligible for election to three-year terms in 2008.
Acxiom today also announced:
· A modified “Dutch auction” self-tender offer in which Acxiom will seek to repurchase $300 million in Acxiom shares in a range of $25 to $27. Information on this initiative can be obtained by accessing the website of the United States Securities and Exchange Commission at http://www.sec.gov.
· Its annual shareholders meeting will be held Wednesday, September 27, in New York. The record date will be Tuesday, August 8.
“Jeff Ubben and I agree that the best way for us to achieve our shared objective – delivering significant long-term value for all Acxiom shareholders – is to work together,” Morgan said. “I am pleased Jeff is joining the Acxiom board and am confident his contributions in the boardroom will help us accelerate the momentum that I believe has clearly been building in our business.”
“ValueAct Capital has been invested in Acxiom since 2003, and today is the company’s largest shareholder, because we understand the value the company delivers and its competitive advantage in the marketplace and are committed to helping it deliver even greater value,” Ubben said. “I am pleased to join the Acxiom board and look forward to working actively and constructively with Charles, the other members of the board and the senior leadership team to help deliver significant long-term value to all Acxiom shareholders.”
Morgan said he and Ubben agreed that Acxiom’s $300 million Dutch auction self tender offer is the right decision for the Company and its shareholders.
“Acxiom has been engaged in a substantial open-market share repurchase program for several years, and we view the modified Dutch auction as a good way to accelerate repurchases of our stock and return capital to our shareholders,” Morgan said.
Acxiom Corporation (Nasdaq: ACXM) integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom’s innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia and China.
For more information on Acxiom, visit www.acxiom.com.
About ValueAct Capital
ValueAct Capital®, with approximately $3.7 billion in investments, seeks to make active strategic-block value investments in a limited number of public companies. The Principals have demonstrated expertise in sourcing investments in companies they believe to be fundamentally undervalued, and then working with management and/or the company’s board to implement strategies that generate superior returns on invested capital. ValueAct Capital concentrates primarily on acquiring significant ownership stakes in publicly traded companies, and a select number of control investments, through both open-market purchases and negotiated transactions.