Receipt of Remaining Antitrust Clearances in Connection with the Acquisition of Greenfield Online, Inc.
07 Octobre 2008 - 2:30PM
Business Wire
Greenfield Online, Inc. (Nasdaq: SRVY) (�Greenfield Online�)
announced today that Microsoft Corporation (Nasdaq: MSFT)
(�Microsoft�) had obtained clearance from the Federal Cartel Office
of Germany in connection with its tender offer to purchase all of
the outstanding shares of common stock of Greenfield Online. In
addition, Microsoft has advised Greenfield Online that it has made
the required antitrust filing in Italy. Accordingly, the antitrust
conditions for completion of the tender offer have been satisfied
and there are no remaining regulatory conditions to complete the
tender offer. The tender offer remains subject to the satisfaction
of all other closing conditions, including the minimum tender
condition. Unless extended, the tender offer is scheduled to expire
at 12:00 midnight, New York City time, at the end of Wednesday,
October 8, 2008. Subject to the satisfaction of all other
conditions, immediately upon the expiration of the tender offer,
Microsoft expects to accept for payment all shares of Greenfield
Online validly tendered and not withdrawn from the offer. About
Greenfield Online, Inc. Greenfield Online, Inc. is a global
interactive media and services company that collects consumer
attitudes about products and services, enabling consumers to reach
informed purchasing decisions about the products and services they
want to buy; and helping companies better understand their customer
in order to formulate effective product marketing strategies.
Proprietary, innovative technology enables us to collect these
opinions quickly and accurately, and to organize them into
actionable form. For more information, visit www.greenfield.com.
Through our Ciao comparison shopping portals we gather unique and
valuable user-generated content in the form of product and merchant
reviews. Visitors to our Ciao portals use these reviews to help
make purchasing decisions and we derive revenue from this Internet
traffic via e-commerce, merchant referrals, click-throughs, and
advertising sales. For more information or to become a member,
visit http://www.ciao-group.com. Through our Greenfield Online and
Ciao Surveys websites and affiliate networks, we collect, organize
and sell consumer opinions in the form of survey responses to
marketing research companies and companies worldwide. For more
information, visit www.greenfield-ciaosurveys.com. To take a
survey, go to www.greenfieldonline.com. Advisory and Important
Additional Information This announcement is neither an offer to
purchase nor a solicitation of an offer to sell shares of
Greenfield Online or Microsoft. Crisp Acquisition Corporation, a
subsidiary of Microsoft has commenced the tender offer by filing a
Tender Offer Statement on Schedule�TO with the U.S. Securities and
Exchange Commission (the �SEC�) and Greenfield Online has filed a
Solicitation/Recommendation Statement on Schedule�14D-9 with
respect to the tender offer. THE TENDER OFFER IS BEING MADE SOLELY
BY THE TENDER OFFER STATEMENT. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND ALL OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. The Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement is being made available to
all stockholders of Greenfield Online, at no expense to them. The
Tender Offer Statement (including the Offer to Purchase, the
related Letter of Transmittal and all other offer documents filed
by Microsoft and the Company with the SEC) and the
Solicitation/Recommendation Statement are also available for free
at the SEC�s website at www.sec.gov. Investors and security holders
are strongly advised to read both the Tender Offer Statement and
the Solicitation/Recommendation Statement regarding the tender
offer referred to in this press release because they contain
important information. The tender offer materials may also be
obtained for free by contacting the information agent for the
tender offer. Advisors disclaimer Deutsche Bank Securities Inc.,
acted as financial advisor to Greenfield Online in connection with
the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP
acted as legal advisor to Greenfield Online. Perkins Coie LLP acted
as legal advisor to Microsoft. The transaction will be financed by
cash on hand at Microsoft. Cautionary Note Regarding Forward
Looking Statements Certain statements contained in this
presentation about our expectation of future events or results
constitute forward-looking statements. You can identify
forward-looking statements by terminology such as, �may,� �should,�
�expects,� �plans,� �anticipates,� �believes,� �estimates,�
�predicts,� �potential,� �continue,� or the negative of these terms
or other comparable terminology. These statements are not
historical facts, but instead represent only our beliefs regarding
future events, many of which, by their nature, are inherently
uncertain and outside of our control. It is possible that our
actual results and financial condition may differ, possibly
materially, from our anticipated results and financial condition
indicated in these forward-looking statements. In addition, certain
factors could affect the outcome of the matters described in this
press release. These factors include, but are not limited to,
(1)�the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, (2)�the
outcome of any legal proceedings that may be instituted against us
or others following the announcement of the merger agreement,
(3)�the inability to complete the merger due to the failure to
satisfy other conditions required to complete the merger, (4)�risks
that the proposed transaction disrupts current plans and
operations, and (5)�the costs, fees and expenses related to the
merger. Additional information regarding risk factors and
uncertainties affecting the Company is detailed from time to time
in the Company�s filings with the SEC, including, but not limited
to, the Company�s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q, available for viewing on the
Company�s website at www.greenfield.com. You are urged to consider
these factors carefully in evaluating the forward-looking
statements herein and are cautioned not to place undue reliance on
such forward-looking statements, which are qualified in their
entirety by this cautionary statement. The forward-looking
statements made herein speak only as of the date of this press
release and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstances.
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