It's been a topsy-turvy year for OneSource, the business and financial information provider. It has struggled with disappointing financial results, the resignation of its CEO of 12 years, and the ordeal of finding the right buyer for the company, including an on-again, off-again offer. Now it has agreed to be acquired by a wholly-owned subsidiary of infoUSA, Inc. for $8.85 per share in cash and announced it has terminated its merger plan of Feb. 18, 2004, with ValueAct Capital Partners and its affiliates (see the NewsBreak reporting that deal: http://newsbreaks.infotoday.com/nbreader.asp?ArticleID=16509). The $8.85 per share offered by the infoUSA transaction represents a premium of approximately 7.3 percent to the $8.25 closing price of OneSource common stock on April 28, 2004, and a premium of approximately 5.4 percent to the $8.40 per share cash of the ValueAct agreement. The OneSource-infoUSA combination promises to please everyone involved—shareholders, employees, and, hopefully, customers.ValueAct Capital Partners, L.P. and its affiliates and Martin Kahn, executive chairman and interim CEO of OneSource, have agreed to tender their shares in the offer. ValueAct Capital Partners, L.P. and its affiliates currently hold approximately a 32 percent ownership interest in OneSource, according to its most recent filing with the Securities and Exchange Commission. The deal is subject to regulatory approval and is expected to close around June 3.
Except for Kahn, the management of OneSource will stay and the company, based in Concord, Mass., will report to the Donnelly Group within infoUSA, headed by Ray Butkus. Both Kahn and the management of infoUSA feel the companies make a very good fit together. infoUSA chairman and CEO, Vinod Gupta said there was no overlap among the companies' top 20 customers, so there will be good synergies for cross-selling content. OneSource has had client strengths among sales executive, consulting services, software, and retail banking, while Donnelly's strengths are in marketing, financial services, retail, and telecom.
infoUSA (http://www.infoUSA.com), founded in 1972 and based in Omaha, Neb., is a provider of business and consumer information products, database marketing services, data processing services, and sales and marketing solutions. Its claim to fame is its comprehensive proprietary database of 250 million consumers and 14 million businesses.
In addition to compiling its own information on private, high-technology companies (CorpTech), OneSource aggregates information and content from over 2,500 information sources supplied by more than 30 content providers, such as Comtex, D&B, Investext, and Multex. OneSource provides information on corporate families, industries, executives, financials, news, analyst reports, and trade and business press articles. Using its Global Business Taxonomy system, OneSource links this in-depth information on over 1.7 million companies worldwide, resulting in an extensive company-linked repository of business information.
The companies expect to achieve significant cost savings through the merger. In particular, OneSource will use Donnelley data rather than pay to license D&B data. infoUSA's idEXEC database will be merged into OneSource. Raj Das, CFO of infoUSA, commented: "infoUSA has the finest data on the planet, while OneSource is a wonderful technology application company. The [offerings of the] combined entity will be extremely valuable to combined customers."
OneSource provides business and financial information to approximately 800 customers, including about 300 Global 500 organizations. Customers include Accenture, American Express, AT&T, BankOne, Cisco, and KPMG. Over 4 million customers—including small businesses, SO/HO, and large corporations—use infoUSA's products and services to find new customers, grow their sales, and for direct marketing, telemarketing, customer analysis, and credit reference purposes.
While grappling with its future ownership issue, OneSource had been working hard behind-the-scenes on a major technology upgrade—the redeployment of all OneSource content on a single, unified database structure. The new platform, based on Oracle technology, allows users to build complex queries easily across all types of content, including structured data, such as financial information, and unstructured data, such as news and analyst reports. The new platform also enables more rapid deployment of new product functionality for OneSource users and faster integration of new content. This should prove to be another advantage for the OneSource-infoUSA combination.
Industry observers greeted the merger news quite positively, seeing both the synergies in content offerings and the potential for growth for OneSource. The analysts at Shore Communications called it a good deal and a "major vContent play for the business information marketplace." John Blossom wrote: "It gives D&B a sorely-needed run for the money and places their Hoover's division on notice that consumer-savvy online content sales are now part of the combined infoUSA/OneSource portfolio."
Analysts at Outsell stated: "We believe the merger will finally result in revenue growth for OneSource, which has been flat, near $57 million, for 3 years. After the inevitable integration hiccups, we expect to see OneSource settle down from its wild ride and start hitting on all cylinders."
