Vertrue proceeding with merger after
Norwalk, CT--Vertrue Incorporated (Nasdaq: VTRU), a premier Internet direct marketing services company, announced today that the "go-shop" process conducted on Vertrue's behalf by FTN Midwest Securities Corp. (FTN), the independent financial advisor to the special committee of the board of directors of Vertrue (the Special Committee), has ended. During the process, Vertrue did not receive any proposal that could reasonably be expected to result in a proposal superior to the definitive merger agreement announced on March 22, 2007 with an investor group consisting of One Equity Partners, Oak Investment Partners and Rho Ventures V (the Merger). Under the terms of the merger agreement, stockholders will be paid $48.50 per share following. The Merger is subject to receipt of stockholder approval and required regulatory approvals, as well as satisfaction of other customary closing conditions. There is no financing condition to the Merger.
Under the terms of the merger agreement, Vertrue had the right to solicit other proposals through 12:01 a.m. on April 16, 2007. The Vertrue board, acting through the Special Committee, with the assistance of FTN, solicited interest from 20 potential purchasers, including marketing companies (online and offline), Internet companies, advertisement agencies, and publishing and media companies.
Vertrue and the investor group are continuing their efforts to complete the Merger. Vertrue and the investor group have received the approval of early termination of the waiting period from the Federal Trade Commission under the Hart-Scott-Rodino Act, as amended. In addition, Vertrue and the investor group have filed a request for approval with Office of the Superintendent of Financial Institutions in Canada (under the Bank Act of Canada) and have submitted filings with Canadian Competition Bureau (under the Competition Act (Canada)), which are not expected to impact the timing of closing the Merger. Vertrue currently expects to hold its special meeting of stockholders to consider and vote on the Merger in the summer on a date to be determined after the U.S. Securities and Exchange Commission (SEC) review of the preliminary proxy statement relating to the Merger.