Acxiom(R) Board Unanimously Rejects ValueAct Proposal.LITTLE ROCK, Ark. -- Acxiom Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ACXM) announced today that its Board of Directors has unanimously rejected ValueAct Capital's (VA) proposal, as detailed in its letter of October 21, 2005, to acquire all of the shares it does not already own at a cash purchase price of $25 a share. The Acxiom Board finalized See finalization. its decision in a meeting held on Monday, December 19, its fifth recent meeting related to the VA proposal. The Board met on October 25 and agreed that additional analysis of the issues raised in the October 21 letter from VA should be conducted, and that further discussions should be held at the Board's next quarterly meeting scheduled for November 2. On November 2 the Board determined to schedule a meeting with representatives of VA and its investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. to allow VA to present any information it desired to convey to the Board in support of its proposal and to voice its suggestions for the Company, and to allow the Board to better understand VA's latest proposal. On November 22, a majority of the independent directors of the Board met with those representatives and discussed the issues raised by VA. On December 3, the Board met with members of Acxiom's senior leadership team to review their business strategy, evaluate plans for execution of that strategy, analyze the prospects of achieving the Company's Financial Road Map, and receive management's response to the issues raised by VA. On December 19, the Board met with its financial advisor, and reviewed and discussed the VA proposal. Based on all the information available to it, including the counsel of its financial and legal advisors, the Board voted unanimously at the end of the December 19 meeting to reject the VA proposal. It is the view of the Board that the VA proposal is not in the best interest of Acxiom's shareholders, clients or associates. "The Board determined that Acxiom's current strategy positions the corporation well for success in both the short and long term," Acxiom Board Chairman Charles D. Morgan said. "Each of the Board members worked hard to understand all aspects of the situation and, among other things, considered the viewpoints of VA as well as Acxiom's management, and in so doing made the decision it believes will produce the best outcome for Acxiom's shareholders, clients and associates." The Board concluded that the expected shareholder value that will be created by following management's current strategy is well in excess of the VA proposal. Among the key factors the Board cited in its decision were: --Confidence in management's ability to deliver improving financial results based on Q2 performance and quarter-to-date momentum for Q3, which ends December 31, prospects for Q4 of fiscal 2006, and prospects for fiscal 2007; --Continuing focus on the execution of the previously announced expense management initiatives; --Confirmation that the Company's investment in grid technology would soon be validated through a long-term development and go-to-market strategic relationship with a major technology company; --Confidence in the Company's ability to achieve the aggregate fiscal 2006 and longer-term goals of its Financial Road Map; and --Input from major clients on the potential disruption associated with VA proposal. "We have seen increasing strength in our business performance as our fiscal year has progressed, which we are confident will allow us to exceed consensus analysts' estimates and achieve the primary goals reflected in our Financial Road Map," Morgan said. The Company expects to announce its third-quarter results on January 25, 2006, at which time it also will communicate its Financial Road Map targets for fiscal 2007. About Acxiom 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 CDI compact disc interactive: a system for storing a mix of software, data, audio, and compressed video for interactive use under processor control ) technology, data, database services, IT outsourcing (1) Contracting with outside consultants, software houses or service bureaus to perform systems analysis, programming and datacenter operations. Contrast with insourcing. See netsourcing, ASP, SSP and facilities management. , consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas Little Rock, Arkansas required military intervention to desegregate schools (1957–1958). [Am. Hist.: Van Doren, 556–557] See : Bigotry , with locations 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 Europe, and in Australia and China. For more information, visit www.acxiom.com. This release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that are subject to certain risks and uncertainties that could cause actual results to differ materially. Such statements may include but are not necessarily limited to the following: that the expected shareholder value that will be created by following the current strategy of management is well in excess of the VA proposal, that the momentum of the current fiscal quarter is demonstrative of Adj. 1. demonstrative of - serving to prove or demonstrate; "the oath of office is...demonstrative of the legislative opinion on this subject"- John Marshall the ability to continue to produce improving financial results, that there will be continuing focus on execution of the expense management initiatives , that the Company's overall grid development and distribution strategy will soon be validated through a long-term development and go-to-market partnership with a major technology company, that the Company has the ability to achieve the aggregate fiscal 2006 and longer term goals of the Financial Road Map, that we are confident that the improving financial performance of the current fiscal year will allow us to exceed consensus analysts' estimates and achieve the primary goals of our Financial Road Map. The financial projections stated in the Financial Road Map that was published on October 19, 2005 are based on the Company's current expectations. These projections are forward looking, and actual results may differ materially. These projections do not include the potential impact of any mergers, acquisitions, divestitures or other business combinations that may be completed in the future and exclude the net unusual charges recorded in the quarter ended September 30, 2005; that with the exception of the impact of the net unusual charges recorded in the quarter ended September 30, 2005, the projected revenue, operating margin Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: , return on assets Return on assets (ROA) Indicator of profitability. Determined by dividing net income for the past 12 months by total average assets. Result is shown as a percentage. ROA can be decomposed into return on sales (net income/sales) multiplied by asset utilization (sales/assets). and return on invested capital, operating cash flow Operating cash flow Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements. and free cash flow, borrowings, dividends and other metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM. referred to in the Financial Road Map published on October 19, 2005 will be within the estimated ranges; that the estimations of revenue, earnings, cash flow, growth rates Growth Rates The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures. Notes: Remember, historically high growth rates don't always mean a high rate of growth looking into the future. , restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. and expense reductions will be within the estimated ranges; that the business pipeline and our anticipated cost structure will allow us to continue to meet or exceed revenue, cash flow and other projections. The following are important factors, among others, that could cause actual results to differ materially from these forward-looking statements: The possibility that we may incur expenses related to unsolicited un·so·lic·it·ed adj. Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions. unsolicited Adjective proposals or other efforts by others to acquire or control Acxiom; certain contracts may not be closed, or may not be closed within the anticipated time frames; the possibility that certain contracts may not generate the anticipated revenue or profitability; the possibility that negative changes in economic or other conditions might lead to a reduction in demand for our products and services; the possibility of an economic slowdown or that economic conditions in general will not be as expected; the possibility that significant customers may experience extreme, severe economic difficulty; the possibility that the integration of acquired businesses may not be as successful as planned; the possibility that the fair value of certain of our assets may not be equal to the carrying value Carrying Value Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt. Notes: This is different than market value, as it can be higher or lower depending on the circumstances. of those assets now or in future time periods; the possibility that sales cycles may lengthen length·en tr. & intr.v. length·ened, length·en·ing, length·ens To make or become longer. length en·er n. ; the possibility that we may not be able to attract and
retain qualified technical and leadership associates, or that we may
lose key associates to other organizations; the possibility that we
won't be able to properly motivate our sales force or other
associates; the possibility that we won't be able to achieve cost
reductions and avoid unanticipated costs; the possibility that we
won't be able to continue to receive credit upon satisfactory terms
and conditions; the possibility that competent, competitive products,
technologies or services will be introduced into the marketplace by
other companies; the possibility that we may be subjected to pricing
pressure due to market conditions and/or competitive products and
services; the possibility that there will be changes in consumer or
business information industries and markets; the possibility that
changes in accounting pronouncements may occur and may impact these
projections; the possibility that we won't be able to protect
proprietary information and technology or to obtain necessary licenses
on commercially reasonable terms; the possibility that we may encounter
difficulties when entering new markets or industries; the possibility
that there will be changes in the legislative, accounting, regulatory
and consumer environments affecting our business, including but not
limited to litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.When a person begins a civil lawsuit, the person enters into a process called litigation. , legislation, regulations and customs relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc our ability to collect, manage, aggregate and use data; the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services; the possibility that we may enter into short-term contracts which would affect the predictability of our revenues; the possibility that the amount of ad hoc For this purpose. Meaning "to this" in Latin, it refers to dealing with special situations as they occur rather than functions that are repeated on a regular basis. See ad hoc query and ad hoc mode. , volume-based and project work will not be as expected; the possibility that we may experience a loss of data center capacity or interruption INTERRUPTION. The effect of some act or circumstance which stops the course of a prescription or act of limitation's. 2. Interruption of the use of a thing is natural or civil. of telecommunication links or power sources; the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties; the possibility that postal rates may increase, thereby leading to reduced volumes of business; the possibility that our clients may cancel or modify their agreements with us; the possibility that we will not successfully complete customer contract requirements on time or meet the service levels specified in the contracts, which may result in contract penalties or lost revenue; the possibility that we experience processing errors which result in credits to customers, re-performance of services or payment of damages to customers; the possibility that the services of the United States Postal Service postal service, arrangements made by a government for the transmission of letters, packages, and periodicals, and for related services. Early courier systems for government use were organized in the Persian Empire under Cyrus, in the Roman Empire, and in medieval , their global counterparts and other delivery systems may be disrupted; and the possibility that we may be affected by other competitive factors. With respect to the Financial Road Map, all of the above factors apply, along with the following which were assumptions made in creating the Financial Road Map: that the U.S. and global economies will continue to improve at a moderate pace; that global growth will continue to be strong and that globalization globalization Process by which the experience of everyday life, marked by the diffusion of commodities and ideas, is becoming standardized around the world. Factors that have contributed to globalization include increasingly sophisticated communications and transportation trends will continue to grow at an increasing pace; that Acxiom's computer and communications related expenses will continue to fall as a percentage of revenue; that the Customer Information Infrastructure (CII CII Confederation of Indian Industry CII Chartered Insurance Institute (UK) CII Construction Industry Institute (University of Texas) CII Council of Institutional Investors ) grid-based environment Acxiom has begun to implement will continue to be implemented successfully over the next 3-4 years and that the new CII infrastructure will continue to provide increasing operational efficiencies; that the acquisitions of companies operating primarily outside of the United States will be successfully integrated and that significant efficiencies will be realized from this integration; relating to operating cash flow and free cash flow, that sufficient operating and capital lease arrangements will continue to be available to the Company to provide for the financing of most of its computer equipment and that software suppliers will continue to provide financing arrangements for most of the software purchases; relating to revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. line balance, that free cash flow will meet expectations and that the Company will use free cash flow to pay down bank debt, buy back stock and fund dividends; relating to annual dividends, that the Board of Directors will continue to approve quarterly dividends and will vote to increase dividends over time; relating to diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. shares, that the Company will meet its cash flow expectations and that potential dilution potential dilution The decrease in the proportional equity position of a share of stock that will occur eventually if additional authorized shares are actually issued. created through the issuance of stock options and warrants will be mitigated by continued stock repurchases Stock repurchase A firm's repurchase of outstanding shares of its common stock. in accordance with the Company's stock repurchase program. With respect to the provision of products or services outside our primary base of operations Noun 1. base of operations - installation from which a military force initiates operations; "the attack wiped out our forward bases" base air base, air station - a base for military aircraft army base - a large base of operations for an army in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in culture, laws and regulations. Other factors are detailed from time to time in our periodic reports and registration statements filed with the United States Securities and Exchange Commission. We believe that we have the product and technology offerings, facilities, associates and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast. We undertake no obligation to update the information contained in this press release, including the Financial Road Map or any other forward-looking statement. Acxiom is a registered trademark of Acxiom Corporation. |
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