LITTLE ROCK, Ark. (Business Wire) -- Acxiom(R) Corporation (Nasdaq:ACXM) today confirmed that it has received a letter from ValueAct Capital indicating that ValueAct Capital is prepared to present an offer to acquire all outstanding shares of Acxiom common stock it does not already own at a purchase price of $23.00 per share. The Acxiom Board of Directors has reviewed the letter and, in the event ValueAct does present such an offer, will review it in accordance with the Board's fiduciary obligations.
"The Board of Directors and senior leadership strongly believe in the Company's business and current strategy. We remain committed, as we always have been, to delivering value and doing the right thing for our investors, our associates and our clients," said Acxiom Company Leader Charles D. Morgan.
Accompanying this press release is a copy of the ValueAct letter.
About Acxiom Corporation
Acxiom Corporation integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia and China. For more information, visit www.acxiom.com.
ValueAct letter:
June 3, 2005
VIA E-MAIL AND FEDERAL EXPRESS
Mr. Charles Morgan
Chairman and Chief Executive Officer
Acxiom Corporation
1 Information Way
Little Rock, AR
72202
Dear Charles:
Beginning in the mid-1990's, principals of ValueAct Capital began
following Acxiom Corporation (the "Company"). We watched the Company
for many years before making our first purchase of Acxiom stock in
June of 2003. At that time we were attracted by the apparent
resilience demonstrated by Acxiom in the face of highly challenging
business and market conditions and by the Company's dramatic
improvement in cash generation from fiscal 2001 through fiscal 2003.
Although we observed some fundamental weaknesses in the management of
the business, we were impressed by Acxiom's stated plans to leverage
its rich data assets into higher margin products, to develop a more
scaleable service delivery model, and to operate with increased
return-on-investment discipline. Based on comments by the Company to
this effect, and on our continued due diligence, we increased our
investment through the course of 2003.
In December of 2003 we met with you and advocated a public
commitment to a Return on Assets (ROA) goal. An ROA goal was
ultimately communicated to the public in May of 2004 in the Financial
Roadmap. The May 2004 Financial Roadmap had a "long term goal" for ROA
of 14-16%. The market's positive response to the introduction of the
Company's Financial Roadmap was immediate and Acxiom's stock rose to
multi-year highs. ValueAct Capital continued to add to its investment
position based on our belief that Acxiom was strongly committed to the
value-creating strategies underlying the Financial Roadmap.
However, we have been dismayed to see that not only have Acxiom's
actions been in contrast to these stated goals, but that the Board of
Directors of the Company has demonstrated a lack of willingness to
acknowledge obvious management deficiencies and missteps and to take
steps to put the Company on the path to strong financial performance.
Acxiom has not followed through on any of the major commitments it
has made to increase shareholder value. Rather than holding to its
public commitments to achieve meaningful margin expansion and increase
returns-on-investment by driving growth with data products and by
developing more standardized service delivery processes, Acxiom has
instead chosen to drive growth through expansion of the IT Management
segment, which is demonstrably the Company's lowest return, most
capital intensive business. The Company has essentially abandoned the
improved return-on-investment plans communicated in the May 2004
Financial Roadmap by lowering the long-term ROA goal from 14-16% to
10-14% (May 12, 2005 Roadmap). The lower ROA range moves the Company
much closer to not earning its current cost of capital.
As you know, we have questioned the strength of the Company's
financial management for some time. These concerns crystallized when
it became apparent that management miscalculated the benefit of the
Claritas and Consodata acquisitions. The original business reasons for
these acquisitions may have been sound, but the financial analysis,
forecasting and capital allocation processes were flawed. We were
further troubled when the Company decided to exclude sizeable capital
lease additions from the Roadmap definition of "Free Cash Flow". Based
on discussions we had with you, we believed that you agreed with our
view that the Company's financial expertise needed to be upgraded and
strengthened, but we were disappointed and surprised when you later
told us that the current financial management was "just fine".
Based on all of these facts and the performance of Acxiom's stock
price, it is clear that the Company needs fresh and independent
participation at the board level to help challenge management and
bring critical financial acumen. When we began discussions about my
possible addition to the Board, we believed that the Board recognized
that it could benefit from the involvement of a Board member with
extensive financial and public company board experience. At a minimum
we thought that the Company was now committed to making major changes
at the Board level. We now understand that the Acxiom Board of
Directors was only making changes at the Board level to satisfy a
NASDAQ corporate governance requirement and not to make a serious
change that could improve the effectiveness of the Board.
As Acxiom's largest shareholder for nearly two years, we are no
longer willing to sit on the sidelines as opportunities are lost and
equity value is destroyed. The current regime has proven its inability
to generate sustained equity returns over a ten-year period. Now that
the promises of the last two years have proved to be illusory, it is
time for the Board to put the Company in the hands of someone who
recognizes the opportunity to unlock the Company's potential value and
who is willing to provide appropriate value to shareholders today for
such opportunity.
To that end, ValueAct Capital is prepared to present an offer to
acquire 100% of the shares of Acxiom that we do not already own at a
purchase price of $23.00 per share, a 25% premium to the 20-day
average of closing prices for Acxiom common shares. We would prefer to
meet with you, your independent directors or their advisers, at the
earliest possible time to discuss these matters. Please be aware that
ValueAct Capital is required to amend its current 13D filing to
include this letter and intends to do so on Monday afternoon, June
6th.
Sincerely,
Jeffery W. Ubben
Managing Partner
Acxiom Corporation, Little Rock
Financial Relations:
Katharine Raymond, 501-342-3545
or
Media Relations:
Dale Ingram, 501-342-4346
EACXM
