Forrester Research Announces Intention To Commence Tender Offer To Repurchase Up To $130 Million Of Its Common Stock

  Forrester Research Announces Intention To Commence Tender Offer To
  Repurchase Up To $130 Million Of Its Common Stock

Business Wire

CAMBRIDGE, Mass. -- April 1, 2013

Forrester Research, Inc. (Nasdaq: FORR) today announced that it intends to
commence later this week a “modified Dutch auction” self-tender offer to
repurchase up to $130 million of its common stock at a price per share within
the range of $32.00 to $36.00. The Nasdaq closing price of Forrester’s common
stock on March 28, 2013, was $31.65 per share.

A “modified Dutch auction” self-tender offer allows stockholders to indicate
how many shares and at what price within the company’s specified range (in
increments of $0.25 per share) they wish to tender. When the tender offer
expires, based upon the number of shares tendered and the prices specified by
the tendering stockholders, the company will determine the purchase price,
which will be the lowest price per share within the range that will enable the
company to purchase $130 million of its common stock (or a lower amount if the
offer is not fully subscribed). The tender offer will not be conditioned upon
any minimum number of shares being tendered, and it will remain open for at
least 20 business days.

All shares accepted for payment will be purchased at the same purchase price,
regardless of whether a stockholder tendered such shares at a lower price
within the range. Stockholders will receive the purchase price in cash,
without interest, for shares properly tendered (and not properly withdrawn) at
prices equal to or less than the purchase price, subject to the conditions of
the tender offer, including provisions relating to “odd lot” priority,
proration, and conditional tenders in the event that the aggregate cost to
purchase all of the shares tendered at or below the purchase price exceeds
$130 million. These provisions will be described in the Offer to Purchase
relating to the tender offer that will be distributed to stockholders. All
shares tendered at prices above the purchase price will not be purchased and
will be returned promptly to stockholders.

Forrester will use a portion of its cash, cash equivalents, and marketable
investments to fund the repurchase of shares in the tender offer. The tender
offer will not be conditioned upon obtaining financing or any minimum number
of shares being tendered; however, the tender offer will be subject to a
number of other terms and conditions, which will be specified in the Offer to

The company’s directors and executive officers, including George F. Colony,
Forrester’s largest stockholder and its chairman and chief executive officer,
have advised the company of their intention not to tender any shares in the
tender offer.

While the company’s board of directors authorized the tender offer, it has not
made and will not be making any recommendation to the company’s stockholders
as to whether to tender or refrain from tendering their shares or as to the
price or prices at which stockholders may choose to tender their shares.
Stockholders must make their own decision as to whether to tender their shares
and, if so, how many shares to tender and the price or prices at which to
tender them. Stockholders are urged to discuss their decision with their tax
advisors, financial advisors and/or brokers.

The discussion of the tender offer contained in this press release is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares. The offer to purchase and the
solicitation of the shares will be made only pursuant to the Offer to
Purchase, the related letter of transmittal, and other related materials that
are expected to be mailed to all stockholders shortly after commencement of
the tender offer, at no expense to stockholders. Stockholders should read
those materials and the documents incorporated therein by reference carefully
when they become available because they will contain important information,
including the various terms and conditions of the tender offer. The company
will file a Tender Offer Statement on Schedule TO (the “Tender Offer
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). The
Tender Offer Statement, including the Offer to Purchase, the related letter of
transmittal, and other related materials, will also be available to
stockholders at no charge on the SEC’s website at or from the
information agent for the tender offer, Georgeson Inc. Stockholders are urged
to read those materials carefully prior to making any decisions with respect
to the tender offer.

About Forrester Research

Forrester Research, Inc. (Nasdaq: FORR) is an independent research company
that provides pragmatic and forward-thinking advice to global leaders in
business and technology. Forrester works with professionals in 17 roles at
major companies providing proprietary research, customer insight, consulting,
events, and peer-to-peer executive programs. For more than 29 years, Forrester
has been making IT, marketing, and technology industry leaders successful
every day. For more information,

This press release contains forward-looking statements that involve a number
of risks and uncertainties. These include statements about the “modified Dutch
auction” self-tender offer and related share repurchase, including the
expected timing of the tender offer. These statements are based on Forrester’s
current plans and expectations and involve risks and uncertainties that could
cause actual future activities or results to be materially different from
those set forth in the forward-looking statements. Important factors that
could cause actual future activities and results to differ include, among
others, risks and uncertainties regarding the amount and timing of potential
benefits of the tender offer; risks and uncertainties regarding the
commencement, success, and completion of the tender offer; Forrester’s ability
to retain and enrich memberships for its research products and services;
technology spending; Forrester’s ability to respond to business and economic
conditions and market trends; the risks and challenges inherent in
international business activities; competition and industry consolidation; the
ability to attract and retain professional staff; Forrester’s dependence on
key personnel; the possibility of network disruptions and security breaches;
and possible variations in Forrester’s quarterly operating results. Forrester
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, or otherwise. For
further information, please refer to Forrester’s reports and filings with the
Securities and Exchange Commission.

© 2013, Forrester Research, Inc. All rights reserved. Forrester is a
registered trademark of Forrester Research, Inc.


Forrester Research, Inc.
Michael Doyle, +1 617-613-6000
Chief Financial Officer
Jon Symons, + 1 617-613-6104
Vice President, Corporate Communications
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