Microsoft Corp. announced that it will sell Greenfield Online’s Internet survey business to an affiliate of ZM Capital for an undisclosed amount. The sale would come after Microsoft completes its acquisition of Greenfield Online in Q4, with ZM lining up leveraged financing from NewStar Financial, CIT and VSS Structured Capital.
Microsoft Corp. and Greenfield Online Inc. (Nasdaq: SRVY) today announced that in connection with the acquisition agreement between the two companies, announced on Aug. 29, 2008, Microsoft has signed an agreement to sell the Greenfield Online Internet survey solutions (ISS) business to ZM Surveys LLC, an entity affiliated with ZM Capital L.P. (“ZM Capital”), a private equity investment partnership focused on entertainment and media investments.
ISS collects, organizes and sells consumer and business professional data in the form of diverse and demographically representative survey responses to marketing research companies on a global basis. ISS manages Internet panels, including the Greenfield Online panel in the United States and Canada and the Ciao Survey panels in Europe and other countries in Asia and Latin America, and provides solutions via its Real-Time Sampling(R) capability that recruits survey takers across the Internet in real time. ISS targets its Internet survey solutions to approximately 2,500 full-service marketing research and consulting firms and large international marketing research companies worldwide.
ZM Capital has advised that it intends to keep the Greenfield Online ISS business as a stand-alone, independent, privately held company. The transaction also represents the first portfolio investment made by ZM Capital. “We believe that Microsoft’s decision to sell Greenfield Online’s ISS business to ZM Capital is an excellent opportunity to strengthen our industry leadership around the world,” said Albert Angrisani, president and chief executive officer of Greenfield Online. “The ZM Capital acquisition is a very positive development for ISS clients and employees, and I believe the team at ZM Capital has the right combination of domain experience and resources to help the ISS business develop the next generation of products and services.”
“We are excited to acquire one of the industry’s leading service providers as the inaugural investment for ZM Capital,” said Andrew Vogel, a partner at ZM Capital. “We intend to keep the Greenfield Online ISS business a stand-alone, independent service provider and have no current plans to integrate or merge ISS with any other company. We look forward to working with the management team to leverage the company’s strengths in data quality, technology and worldwide reach to further its global leadership and to deepen the company’s relationships with its approximately 1,000 market research clients.”
“It was very important to Microsoft to find the right partner to champion the continued growth of the Greenfield Online ISS business, which is not a fit within Microsoft’s strategy for our Live Search platform,” said Tami Reller, corporate vice president and CFO for Windows and Online Services at Microsoft. “The strength of the ISS business allowed us to find the right buyer for that business, letting us focus on our acquisition of Greenfield Online and its Ciao comparison shopping business, which we believe will help bolster our commercial search strategy in Europe.”
The agreement with ZM Capital is subject to customary closing conditions, including a financing contingency. Microsoft’s acquisition of Greenfield Online is not contingent on the closing of the sale of ISS to ZM Capital. The merger of Greenfield Online and Microsoft and Microsoft’s sale of the ISS business are expected to close simultaneously in the fourth quarter of 2008.
Deutsche Bank Securities Inc. served as Greenfield Online’s financial advisors in connection with the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as Greenfield Online’s legal counsel.
NewStar Financial and CIT are providing senior financing and Veronis Suhler Stevenson’s Structured Capital fund is providing mezzanine financing in connection with ZM Capital’s acquisition of the ISS business. Kirkland & Ellis LLP served as ZM Capital’s legal counsel.
About Greenfield Online, Inc.
Greenfield Online, Inc. is a global interactive media and services company that collects consumer attitudes about products and services, enabling consumers to reach informed purchasing decisions about the products and services they want to buy; and helping companies better understand their customer in order to formulate effective product marketing strategies. Proprietary, innovative technology enables us to collect these opinions quickly and accurately, and to organize them into actionable form. For more information, visit www.greenfield.com. Through our Ciao comparison shopping portals we gather unique and valuable user-generated content in the form of product and merchant reviews. Visitors to our Ciao portals use these reviews to help make purchasing decisions and we derive revenue from this Internet traffic via e-commerce, merchant referrals, click-throughs, and advertising sales. For more information or to become a member, visit http://www.ciao-group.com. Through our Greenfield Online and Ciao Surveys websites and affiliate networks, we collect, organize and sell consumer opinions in the form of survey responses to marketing research companies and companies worldwide. For more information, visit www.greenfield-ciaosurveys.com. To take a survey, go to www.greenfieldonline.com.
About ZM Capital
ZM Capital is a private equity investment partnership focused on entertainment and media investments with offices in New York and Los Angeles. The partners have extensive experience investing in and operating companies in the marketing services, business information, advertising, interactive entertainment, direct marketing, recorded music, film and television sectors. About Microsoft
Founded in 1975, Microsoft (Nasdaq: MSFT) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.