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Microsoft Sets Greenfield Date
Microsoft has set a deadline for the expiry of its share offer for Greenfield Online of midnight (NYC time) at the end of Wednesday, October 8 - an extension is allowed, if required. Elsewhere, the software giant reveals that it was first approached by ZM Capital with a view to buying and splitting the group, more than ten months ago.
There are around 26.3m Greenfield shares issued and outstanding, plus 3.6m reserved and available for issuance: Microsoft needs a simple majority to satisfy minimum tender condition, just under 15m - it owns a negligible number at present.
The Merger Agreement states that Microsoft can proceed without shareholder approval if it succeeds in buying more than 90% - if it gets between 50 and 90% it can either use a 'top-up' clause to buy sufficient shares from the company or get Greenfield to put the acquisition to the vote.
Microsoft in its SEC filing points out that the Offer Price of $17.50 per Share 'represents a premium of approximately 32% and 28% to the closing price of the Shares on June 13, 2008 and August 5, 2008, respectively, an approximate 13% premium to the offer made by affiliates of Quadrangle Group LLC and an approximate 7% premium over the 30-trading day (ending on and including September 10, 2008) average closing price of the Shares as reported on the NASDAQ Global Market.' The first two dates in the above are the last full trading day before the Quadrangle merger announcement (price $13.28 per share) and the last before the announcement that a new buyer was lined up ($13.63 per share).
SEC documents also reveal that a representative of ZM Capital Management, L.L.C. contacted Microsoft to explore a potential joint bid to acquire Greenfield as long ago as October 29, 2007. Companies affiliated to ZM were revealed as the buyer for Greenfield's survey businesses, earlier this week.
Web site: www.greenfield.com .
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