ACXIOM AND MAY & SPEH AGREE TO MERGE.CONWAY, Ark. and DOWNERS GROVE Downers Grove, village (1990 pop. 46,858), Du Page co., NE Ill.; settled 1832, inc. 1873. Downers Grove has undergone population growth and commercial development that include the construction of new office complexes. , Ill.--(BUSINESS WIRE)--May 27, 1998--Acxiom(R) Corporation (Nasdaq: ACXM) and May & Speh, Inc. (Nasdaq: SPEH) jointly announced today that they have entered into a definitive agreement to merge. Under the terms of the agreement, Acxiom will exchange 0.80 shares of Acxiom common stock for each share of May & Speh common stock. The agreement, which has been approved by both companies' Boards of Directors, is subject to regulatory and shareholder approval. The merger will create the leading database marketing services company in the world with combined revenues of nearly $700 million for the fiscal year ending March 31, 1999 and over 4,000 associates worldwide. The new Acxiom will provide the most comprehensive marketing and customer information management solutions available by combining Acxiom data and data products (delivered through the Acxiom Data Network(TM)), with May & Speh's modeling and analytics and both companies' database access and decision support tools. In addition, the companies' combined data center outsourcing revenues will exceed $100 million annually, creating critical scale in this rapidly growing business. The announcement was made by Charles D. Morgan, Acxiom chairman and company leader and Peter I. Mason, May & Speh chairman, president and chief executive officer. Commenting on the agreement, Morgan said, "Acxiom and May & Speh are complementary data management businesses with similar vision, strategic focus and business culture. Combining Acxiom's multi-source data products with May & Speh's analytics and software tools will provide an exciting new solution for several industries. In addition, the increased critical mass of our data centers and technology infrastructures will enhance our delivery and execution of both direct marketing and information technology outsourcing Information Technology Outsoucing or ITO is a company's outsourcing of computer or Internet related work, such as programming, to other companies. It is used in refence to Business Process Outsourcing or BPO, which is the outsourcing of the work that does not require so much services." Mason of May & Speh said, "We are very excited about the synergy of our services and expertise to provide more comprehensive integrated direct marketing solutions. The merger strengthens our abilities to provide industry specific counsel and strategy, as well as data content to our customers. Our integrated offering will include data products with data integration and analysis; data warehousing See data warehouse. data warehousing - data warehouse with decision support tools; and industry solutions with modeling and analytical capabilities." With the merger, Chicago will become Acxiom's second largest location with over 1,000 associates located in the Chicago area including the 650 associates at May & Speh and the existing associates at Trans Union and Buckley Dement de·ment tr.v. de·ment·ed, de·ment·ing, de·ments 1. To make (a person) insane. 2. To cause (a person) to lose intellectual capacity. . Chicago and May & Speh's Downers Grove facility will become important as a major recruiting location to support Acxiom's initiatives to recruit technical expertise. The merged company will be headquartered in Little Rock, Arkansas Little Rock, Arkansas required military intervention to desegregate schools (1957–1958). [Am. Hist.: Van Doren, 556–557] See : Bigotry , in Acxiom's new headquarters facility scheduled to open late this year, and will market its products and services under the Acxiom brand. The merger is expected to be consummated in August 1998, subject to approval by the stockholders of both companies and other customary conditions. Stephens Inc., Acxiom's financial advisor, and Donaldson, Lufkin & Jenrette Securities Corporation, May & Speh's financial advisor, have each delivered a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to their respective client's Board of Directors. It is expected that the transaction will be tax-free and accounted for as a pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. and will be neutral to slightly accretive to earnings per share on continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the for fiscal 1999 and significantly more accretive in subsequent years. In connection with the merger agreement, certain lock-up provisions This article is about the corporate finance term. For other meanings of lock up, see Lock Up. Lock-up provision is a term used in corporate finance which refers to the option granted by a seller to a buyer to purchase a target company’s stock as a exist under which Acxiom has granted to May & Speh an option to purchase up to 19.9% of Acxiom's issued and outstanding common stock at an exercise price of $23.55 per share, exercisable under certain circumstances. May & Speh has granted to Acxiom an option to purchase up to 19.9% of May & Speh's issued and outstanding common stock at an exercise price of $14.96 per share, exercisable under certain circumstances. Both options will expire when the merger is closed. The lock-up provisions also include a termination fee termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. . Acxiom provides a wide spectrum of data products, data integration services, and mailing list An automated e-mail system on the Internet, which is maintained by subject matter. There are thousands of such lists that reach millions of individuals and businesses. New users generally subscribe by sending an e-mail with the word "subscribe" in it and subsequently receive all new services, as well as data warehousing and decision support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services to major U.S. and international firms. Founded in 1969, Acxiom is headquartered in Conway, Arkansas Conway is the largest city and county seat of Faulkner CountyGR6, Arkansas. A 2005 special census indicated the population had risen to 52,430 [2]. It is part of the Little Rock-North Little Rock-AR Metropolitan Statistical Area. , with operations throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and the United Kingdom and offices in France, the Netherlands, Malaysia and Canada. Founded in 1947, May & Speh is a leading provider of technology-based information management services with a focus on direct marketing services and information technology (IT) outsourcing services. The company's database marketing solutions help companies execute more profitable direct marketing and customer management programs. Services include strategic analysis and management; systems consulting; data warehouse design and management; modeling and analysis; and list processing Processing non-numeric data. . For companies looking to outsource all or part of their information systems operations, May & Speh provides IT services to support mainframe and mid-range (client/server) processing and network management. This press release contains forward looking statements that involve risks and uncertainties, including statements about future growth. Actual results could differ, based upon market conditions and other risks detailed from time to time in the Company's SEC filings. CONTACT: Acxiom Corporation Robert S. Bloom, 501/336-1321 or May & Speh Inc. Eric Loughmiller, 630/719-0432 |
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