Acquisition of Harris Interactive Inc. by Nielsen Holdings N.V. May Not Be in
Shareholders' Best Interests
SAN DIEGO and ROCHESTER, N.Y., Nov. 26, 2013
SAN DIEGO and ROCHESTER, N.Y., Nov. 26, 2013 /PRNewswire/ -- Shareholder
rights attorneys at Robbins Arroyo LLP are investigating the acquisition of
Harris Interactive Inc. (NASDAQ:HPOL) by Nielsen Holdings N.V. (NYSE: NLSN).
Harris announced that it has entered into a definitive merger agreement to be
acquired by Nielsen Holdings. Under the terms of the agreement, Nielsen will
commence a tender offer to acquire all of the outstanding shares of Harris's
common stock for $2.00 per share. The tender offer will commence within ten
business days and will remain open for at least 34 business days after
launch. If the offer is successful, any shares not tendered will be acquired
in a second-step merger at the same cash price per share as paid in the tender
Is the Merger Best for Harris and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors
at Harris is undertaking a fair process to obtain maximum value and adequately
compensate Harris shareholders in the merger.
As an initial matter, the $2.00 consideration represents a one day discount of
3.85% based on Harris's closing price on November 22, 2013, and a one month
premium of only 4.17% based upon Harris's closing price on October 25, 2013.
The one day discount is substantially below the average one day premium of
21.62% and the one month premium of 62.16% for comparable transactions in the
last three years. Notably, Harris last traded over the offer price on
November 20, 2013, and traded as high as $2.19 on August 22, 2013, closing at
$2.19 that same day.
Further, Harris reported a 50% increase in cash and cash equivalents for the
first quarter 2014 over the same quarter 2013, as well as a 3% increase in
bookings over the same quarter 2013. Eric Narowski, Harris's Chief Financial
Officer, commented, "Based on current market conditions and forecasts for the
fiscal year ending June 30, 2014, the Company is reaffirming its previously
issued fiscal 2014 adjusted EBITDA guidance of between $14.5 and $16.5
Given these facts, Robbins Arroyo LLP is examining Harris's board of
directors' decision to sell the company to Nielsen Holdings now rather than
allow shareholders to continue to participate in the company's continued
success and future growth prospects, and whether they are seeking to benefit
Harris shareholders have the option to file a class action lawsuit to secure
the best possible price for shareholders and the disclosure of material
information so shareholders can tender their shares in an informed manner.
Harris shareholders interested in information about their rights and
potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003,
email@example.com, or via the shareholder information form on the
Robbins Arroyo LLP is a nationally recognized leader in securities litigation
and shareholder rights law. The law firm represents individual and
institutional investors in shareholder derivative and securities class action
lawsuits, and has helped its clients realize more than $1 billion of value for
themselves and the companies in which they have invested.
Attorney Advertising.Past results do not guarantee a similar outcome.
Darnell R. Donahue
Robbins Arroyo LLP
(619) 525-3990 or Toll Free (800) 350-6003
SOURCE Robbins Arroyo LLP
Press spacebar to pause and continue. Press esc to stop.