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SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 29, 1999
MARKET FACTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-4781 36-2061602
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(State of other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 590-7000
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Aegis Group plc ("Aegis") and Market Facts, Inc. (the "Company")
announced on April 30, 1999 that they have entered into a definitive merger
agreement through which Aegis will acquire the Company. Pursuant to the terms
of the merger agreement, a subsidiary of Aegis will shortly commence a cash
tender offer to purchase all of the outstanding shares of the Company's
common stock at a price of $31.00 per share, net to the seller in cash.
The offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the expiration or termination of
the offer a number of shares of common stock of the Company which will
constitute a majority of the total number of shares outstanding on a
fully-diluted basis, less the number of shares Aegis can acquire under an
Option and Voting Agreement dated as of April 29, 1999 between Aegis and
certain stockholders of the Company, and (ii) the expiration or termination
of any applicable waiting periods imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
Following the cash tender offer, and subject to the terms and conditions
of the merger agreement, and subject to stockholder approval, if necessary,
the Aegis subsidiary will be merged with the Company, and as a result, the
Company will operate as a subsidiary of Aegis under the direction of its
current management.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) None
(b) None
(c) Exhibits
99.1 Press Release dated April 30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARKET FACTS, INC.
---------------------
(Registrant)
Date: May 4, 1999 Thomas H. Payne
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Thomas H. Payne
Chief Executive Officer
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EXHIBIT 99.1
THOMAS H. PAYNE
MARKET FACTS, INC.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
847.590.7000
CRISPIN DAVIS
AEGIS GROUP plc
PRESIDENT AND CHIEF EXECUTIVE
0171.470.5000
FOR IMMEDIATE RELEASE
MARKET FACTS TO BE ACQUIRED BY AEGIS GROUP PLC
ARLINGTON HEIGHTS,IL (APRIL 30, 1999)--Market Facts, Inc., (Nasdaq: MFAC), a
leading international market research and information company, and Aegis
Group plc, one of the world's leading media communication specialists and
based in London, today announced that they have entered into a definitive
merger agreement providing for the acquisition of Market Facts by Aegis. The
approximate value of the transaction is $297 million or $31 per share in cash
for Market Facts common stock.
Thomas Payne, president and chief executive officer of Market Facts, said
"We are very pleased to be joining the Aegis family of companies. Aegis will
be a powerful business partner for Market Facts and will help us expand the
products and services we can offer to clients. Our strategy is to be able to
serve the international research needs of our U.S.-based clients and this
transaction is a major step in executing that strategy. We feel that both our
clients and our employees will benefit from the business combination with
Aegis."
Crispin Davis, chief executive of Aegis, said, "Market Facts will complement
and enhance our existing media service capability. It will provide a broader
base of client revenue for the company, and an excellent platform for
growth. The skill base and client fit is excellent. We are buying a leading
player in the key US custom research market with an excellent track record, a
strong service capability, and a blue chip client list. We see significant
opportunities for growth both inside and outside the US."
Market Facts will operate as a subsidiary of Aegis under the direction of its
current management.
Under the merger agreement, a subsidiary of Aegis will commence, within five
business days, a cash tender offer for all of Market Facts shares of common
stock at an offering price of $31.00 per share, net to the seller in cash.
Following the cash tender offer and subject to the terms and conditions of
the merger agreement, the Aegis subsidiary will be merged into Market Facts
and the remaining Market Facts shares will be converted into the right to
receive $31.00 per share. As a result of the merger, Market Facts will
become a wholly owned subsidiary of Aegis. The tender offer and merger were
unanimously approved by Market Facts' Board of Directors.
In connection with the merger agreement, Aegis has entered into irrevocable
Option Agreements with certain Market Facts stockholders owning an aggregate
of approximately 30% of Market Facts' shares under which such stockholders
have, among other things, granted Aegis an irrevocable option to purchase
their shares at a price of $31.00 per share.
(continued)
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The transaction is subject to certain conditions, including a requirement
that the shares acquired in the tender offer, together with the shares
subject to the Option Agreements, constitute at least a majority of Market
Facts' outstanding shares. The tender offer is also subject to compliance
with certain covenants, no material adverse change with respect to Market
Facts having occurred, and the expiration of all applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Aegis is listed on the London stock exchange and is the parent of the Carat
Group of operating companies, one of the largest global media planning and
buying networks. In 1998, Aegis had revenue of approximately $6.6 billion.
Market Facts is an international organization which specializes in the
collection and processing of information intended to help its clients make
better marketing decisions. Through its network of offices across the U.S.
and Canada and its global affiliations, the Company's primary activity is
the design, execution and interpretation of market research conducted on
behalf of its clients, which include a majority of the largest 100
multinational consumer products and service companies, as well as many
government agencies.
This release contains certain forward-looking information that reflect the
current views and expectation of Aegis and Market Facts with respect to future
events. Such statements are subject to a number of risks, uncertainties and
assumptions, including those described in Market Facts' most recent annual
report and From 10-K.
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