Acxiom(R) Responds to ValueAct Capital's Proposal.LITTLE ROCK, Ark. -- Acxiom Corporation (Nasdaq: ACXM) today announced that the Company's Board of Directors has completed its evaluation of ValueAct Capital's proposal to negotiate an acquisition of the Company, as set forth in its letter dated July 12, 2005. Based on the board's evaluation of this proposal, and with assistance from its financial and legal advisors, the board has unanimously determined that pursuing ValueAct's proposal is not in the best interests of the Company and its shareholders. Acxiom issued a letter today to Jeffrey Ubben, Managing Partner of ValueAct Capital, communicating the board's decision to not pursue a transaction or enter into negotiations with ValueAct. The board determined that ValueAct's proposal to negotiate was wholly opportunistic opportunistic /op·por·tu·nis·tic/ (op?er-tldbomacn-is´tik) 1. denoting a microorganism which does not ordinarily cause disease but becomes pathogenic under certain circumstances. 2. and an attempt to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. recent revenue shortfalls compared to Company expectations. The board does not believe the proposal accurately reflects the impact of the Company's strategic and financial initiatives currently being implemented. The board also concluded that the risks and uncertainties associated with entering into such a process could jeopardize jeop·ard·ize tr.v. jeop·ard·ized, jeop·ard·iz·ing, jeop·ard·izes To expose to loss or injury; imperil. See Synonyms at endanger. the Company's current and long-term strategic and financial initiatives, and therefore is not in the best interests of the Company's shareholders, clients, associates and other stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. . Charles Morgan Charles Morgan is the name of:
"We believe that pursuing this proposal would deprive de·prive v. 1. To take something from someone or something. 2. To keep from possessing or enjoying something. shareholders of the benefit of the Company's recent investments. It is not in our shareholders' best interests for Acxiom to try and sell the Company at this time to an opportunistic bidder. "Earlier this year, ValueAct suggested to us that it wanted to take Acxiom private and keep the majority of the current leadership team in place. We rejected its going-private suggestion. As recently as March of this year, Mr. Ubben was very complimentary of Acxiom, characterizing its business and management as 'high quality.' In late April, Mr. Ubben asked me to consider going on the board of a small private company that ValueAct had acquired. I declined. We are disappointed that Mr. Ubben's and ValueAct's positive views of our Company and its leadership abruptly changed following the Acxiom nominating committee's decision in late May to deny Mr. Ubben's request for a seat on the Acxiom board. "The Acxiom Board of Directors and senior leadership strongly believe in the Company's business and current strategy. We believe it would be financially irresponsible to abort (1) To exit a function or application without saving any data that has been changed. (2) To stop a transmission. (programming) abort - To terminate a program or process abnormally and usually suddenly, with or without diagnostic information. this strategy to risk pursuing a deal with a hedge fund hedge fund, in finance, a highly speculative, largely unregulated investment device. Originating in the 1950s, the funds "hedge" by offsetting "short" positions (borrowing a security and then selling it at a higher price before repaying the lender) against "long" with an unproven unproven Dubious, nonscientific, not proven, quack, questionable, unscientific adjective Relating to that which has not been validated by reproducible experiments or other scientific methods for determining effect or efficacy track record of successfully completing acquisitions. "The board stands behind Acxiom's current management and remains committed to delivering value and doing the right thing for our shareholders, associates and our clients." A copy of Acxiom's letter to Mr. Ubben is included below in its entirety. 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, 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. (Acxiom Letterhead) July 20, 2005 Jeffrey W. Ubben ValueAct Capital 435 Pacific Avenue, Fourth Floor San Francisco, CA 94133 Dear Jeff, Thank you for your letters of June 3, 2005, July 12, 2005 and July 13, 2005. On Tuesday, July 19, 2005, our Board held a special meeting to discuss and consider your letters. During this meeting the Board unanimously determined not to enter into negotiations to attempt to pursue a transaction with ValueAct Capital on the terms you have proposed. We again thank you for your support of the Company. We share your belief that the Company has a bright future ahead and that there is considerable value in our business above and beyond your proposal. We appreciate your continued interest in Acxiom. Sincerely, Charles Morgan, Chairman Acxiom Corporation |
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