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 offer.
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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 million."
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
themselves.
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,
ddonahue@robbinsarroyo.com, or via the shareholder information form
on the firm's website.
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.
Contact:
Darnell R. Donahue
Robbins Arroyo LLP
ddonahue@robbinsarroyo.com
(619) 525-3990 or Toll Free (800) 350-6003
www.robbinsarroyo.com
SOURCE Robbins Arroyo LLP