SEC Declares Registration Statement for CVRs Effective; CVRS to Be Quoted on OTC Bulletin Board on Completion of the Offer for I
October 31 2003 - 7:15AM
PR Newswire (US)
SEC Declares Registration Statement for CVRs Effective; CVRS to Be
Quoted on OTC Bulletin Board on Completion of the Offer for
Information Resources, Inc. by Gingko Acquisition Corp. Gingko
Dismisses Open Ratings' Recent Non-Binding Indication of Interest
for IRI as Not Funded and Not Credible PALO ALTO, Calif., Oct. 31
/PRNewswire/ -- Gingko Acquisition Corp. (Gingko) announced today
that the SEC has declared effective the registration statement with
respect to the contingent value rights (CVRs) to be issued in its
pending tender offer for all of the outstanding common stock of
Information Resources, Inc. (IRI) . Gingko also announced that it
has been informed by representatives of the OTC Bulletin Board that
it can expect the CVRs to be quoted on the OTC Bulletin Board on
completion of the offer under the ticker symbol "IRLRV." Gingko
believes that it has now received all governmental and third party
approvals that are necessary for it to close its tender offer for
IRI, and Gingko is prepared to close on this offer promptly after
the scheduled expiration of the offer, tomorrow night, Friday,
October 31, if its minimum condition is satisfied that at least
16,000,000 common shares are tendered into the offer. Based on
these developments, as well as positive reactions from shareholders
to the most recent improvements to its offer that were announced on
October 20, 2003, Gingko is optimistic that it will meet its
minimum tender condition tomorrow. In addition, Gingko believes
that Open Ratings' recent non-binding indication of interest for
IRI is a highly conditional, low-cost attempt to derail Gingko's
fully financed offer. Open Ratings has failed to provide any
evidence whatsoever of its ability to raise the necessary equity
and debt financing for both its proposal and IRI's significant
working capital and capital expenditure needs which Gingko
estimates to be approximately $170 million in the aggregate.
Furthermore, even if Open Ratings' proposal were to become fully
funded, it is subject to a due diligence condition and the
negotiation of mutually acceptable definitive documentation. This
would likely mean a delay of at least several months before
shareholders received any cash and creates significant additional
completion risk for shareholders and the real potential for
deterioration in IRI's business. As such, Gingko believes that
these last minute proposals should not affect its ability to meet
its tender minimum condition tomorrow. Romesh Wadhwani, Managing
Partner of Symphony Technology Group which formed Gingko for
purposes of making the tender offer, said, "We are pleased to
report that we are now in a position to close on this transaction
promptly if a sufficient number of IRI shares are tendered into our
offer. We have secured both written and verbal commitments to
tender from a number of large shareholders. We view it as
unfortunate that a start up company with limited assets like Open
Ratings has decided to lob in a non-binding indication of interest
that lacks any financing commitments and any documented support for
their ability to consummate a transaction on their proposed terms.
Further, we remain confident that this development will not affect
our ability to meet our minimum condition tomorrow which would
enable IRI shareholders to receive real and unconditional value
promptly for their IRI shares." For More Information For more
information, please contact the Information Agent for the offer,
MacKenzie Partners, Inc. at 800-322-2885 or 212-929-5500, attn: Dan
Burch, Bob Marese or Charles Koons. About Gingko Acquisition Corp.
Gingko Acquisition Corp. is a company formed by Symphony Technology
II-A, L.P. and affiliates of Tennenbaum & Co., LLC. About
Symphony Technology Group, LLC Symphony is a leading investor in
enterprise software and services companies. Led by entrepreneurs
and executives with strong track records and deep experience in
strategy and operations, Symphony invests in companies that are or
can become market leaders. Symphony applies its strategic and
operational expertise and capital to enable the business
transformation of its portfolio companies. Through its portfolio
company, SymphonyRPM, Symphony also provides proprietary
performance management solutions and software for the real-time
enterprise: solutions that can help CPG manufacturers and retailers
deliver the business outcomes they most care about such as revenue,
margins and customer satisfaction by enabling and automating the
analysis, and integration of enormous quantities of data from
retailers and from internal ERP and legacy systems, by making it
easier to expand the use of marketing data throughout the company,
and by linking marketing decisions to sales, operations and overall
financial performance. More information is available at
http://www.symphonytg.com/. About Tennenbaum Capital Partners, LLC
Tennenbaum Capital Partners, LLC is a private investment company
based in Los Angeles that invests across the capital structure in
both debt and equity of publicly traded and private companies. The
firm currently has approximately $1.7 billion in long-term capital
under management and primarily invests in companies in transition
where traditional sources of capital are not readily available.
More information is available at http://www.tennenco.com/. About
IRI IRI is a leading provider of UPC scanner- and panel-based
business solutions to the consumer packaged goods and healthcare
industries, offering services in the U.S., Europe and other
international markets. IRI supplies CPG and pharmaceutical
manufacturers, retailers, and brokers with information and analysis
critical to their sales, marketing, and supply chain operations.
IRI provides services designed to deliver value through an enhanced
understanding of the consumer to a majority of the Fortune 500
companies in the CPG industry. More information is available at
http://www.infores.com/. Certain Additional Information for
Stockholders The solicitation and offer to purchase Information
Resources, Inc. common stock is only made pursuant to the Offer to
Purchase dated September 8, 2003 and related materials (including
the Registration Statement on Form S-4 and preliminary prospectus
dated September 8, 2003 of Information Resources, Inc. Litigation
Contingent Payment Rights Trust), each as amended from time to
time. Stockholders should read these materials carefully because
they contain important information, including the terms and
conditions of the tender offer. Stockholders can obtain the Offer
to Purchase and related materials at no cost from the SEC's website
at http://www.sec.gov/ or from MacKenzie Partners, the Information
Agent for the tender offer. Forward-Looking Statements This
document contains certain forward-looking statements about IRI,
Gingko and/or the ACNielsen lawsuit and the CVRs. When used in this
document, the words "anticipates," "may," "can," "believes,"
"expects," "projects," "intends," "likely," and similar expressions
(and any statements at all relating to CVR or lawsuit proceeds and
taxes at the time of any CVR distribution) as they relate to IRI,
Gingko, the management of either such company, the transaction, the
ACNielsen lawsuit or the CVRs are intended to identify those
assertions as forward-looking statements. In making any such
statements, the person making them believes that its expectations
are based on reasonable assumptions. However, any such statement
may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected or
anticipated. These forward-looking statements are subject to
numerous risks and uncertainties. There are various important
factors that could cause actual results to differ materially from
those in any such forward-looking statements, many of which are
beyond the control of IRI, Gingko, and Symphony, including: the
impact of general economic conditions in regions in which IRI
currently does business, industry conditions, including
competition, data availability and cost and the ability to renew
existing customer contracts and relationships; fluctuations in
exchange rates and currency values; capital expenditure
requirements; legislative or regulatory requirements, changes in
the tax laws, interest rates; access to capital markets; and the
timing of and any value to be received in connection with the
ACNielsen lawsuit and the CVRs. The actual results or performance
by IRI or Gingko, and the actual proceeds (if any) to be received
by IRI in respect of the ACNielsen lawsuit or the CVRs, could
differ materially from those expressed in, or implied by, these
forward- looking statements. Accordingly, no assurances can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations and financial
condition of IRI or Gingko or the outcome of the ACNielsen lawsuit
or the proceeds to be received in respect of the CVRs. DATASOURCE:
Gingko Acquisition Corp. CONTACT: Bill Chisholm of Gingko or
Symphony, +1-650-935-9500, ; or Charles Koons of MacKenzie
Parrtners, Inc., +1-212-929-5708, , for Gingko Acquisition Corp.
Web site: http://www.symphonytg.com/ http://www.tennenco.com/
http://www.infores.com/
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