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The subsequent offering period expired at 12:00 midnight EDT at the end of Wednesday, August 22, 2007. As of the expiration of the subsequent offering period, an additional 1,704,097 shares of common stock had been validly tendered, resulting in the ownership by Purchaser of an aggregate of 21,267,898 shares of common stock, or 94.4% of all shares of common stock outstanding, as well as all shares of Series A preferred stock.
As a result of the Purchaser's acquisition of the Shares pursuant to the Offer and the subsequent offering period, Purchaser owns more than 90% of the outstanding shares of common stock and the outstanding shares of Series A preferred stock, and infoUSA is therefore entitled to and intends to promptly cause Purchaser to merge with and into Guideline without a meeting of the shareholders of Guideline in accordance with New York's "short-form" merger statute. As a result of the merger, each remaining outstanding share of Guideline common stock, other than shares held by Guideline shareholders who perfect their rights to appraisal in accordance with New York law, will be converted into the right to receive $1.35 per share, in cash, without interest. Shares held by shareholders who perfect their appraisal rights will represent only the right to receive the amount awarded in the appraisal, or, if such demand for appraisal is withdrawn or forfeited, $1.35 per share of common stock, in cash, without interest. As a result of the merger, Guideline, the surviving corporation in the merger, will become a wholly-owned subsidiary of infoUSA.
Guideline's financial advisor for the transaction was DeSilva & Phillips, LLC, and its legal counsel was Kane Kessler, P.C. Goldsmith, Agio, Helms Securities, Inc. provided a fairness opinion to Guideline in connection with the transaction. infoUSA's legal counsel was Robins, Kaplan, Miller & Ciresi L.L.P., and McColl Partners, LLC provided a fairness opinion to infoUSA in connection with the transaction.-InfoUSA