Acxiom Corp. has reached a compromise with a shareholder that had threatened a hostile takeover.
In return for supporting Acxiom’s slate of nominees at its upcoming board meeting, the shareholder, ValueAct Capital, will drop its efforts to elect an alternative slate, and will place two members on Acxiom’s board.
Acxiom will also repurchase $300 million of its own stock from the general market, at prices ranging from $25 to $27 per share. In late June, ValueAct sought to increase its 11.7% stake in Acxiom with its own offer of $25 per share.
Under the terms of the agreement, ValueAct has placed managing partner Jeffrey W. Ubben on Acxiom’s board for a two-year period. Ubben will be part of Acxiom’s corporate governance committee, and will also serve on its newly created finance committee.
Additionally, Acxiom will add a second member to its board of directors, increasing it to 11 individuals. The new board member will be selected by ValueAct. Both Ubben and its second board member will be eligible for election to three-year terms on the board come 2008.
The agreement ends a yearlong proxy fight that occasionally devolved into personal attacks. At times, ValueAct questioned Acxiom’s mangement’s financial acumen, while Acxiom chided ValueAct’s leadership for offering criticisms without providing specific alternatives.
Despite this, both Ubben and Acxiom CEO Charles Morgan claimed that they were looking forward to a beneficial working relationship.
“Jeff Ubben and I agree that the best way for us to achieve our shared objective — delivering long-term value for all Acxiom shareholders — is to work together,” said Morgan in a statement.
“I am pleased to join the Acxiom board and look forward to working actively and constructively with Charles, the other members of the board and the senior leadership team,” added Ubben in a statement.
Acxiom also announced that its annual shareholders meeting would be held on Sept. 27.
Network
