REDMOND, Wash. and Wilton, CT– September 10, 2008 – Microsoft Corp. and Greenfield Online, Inc.(Nasdaq: SRVY) today announced that in connection with the acquisition agreement between the two companies, announced on August 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, as well as provides solutions via its Real-Time Sampling® 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 standalone, independent, privately-held company. The transaction also represents the first portfolio investment made by ZM Capital.
Albert Angrisani, Greenfield Online’s President and Chief Executive Officer said: “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. 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,” stated Andrew Vogel, a partner at ZM Capital. “We intend to keep the Greenfield Online ISS business a standalone, 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 one thousand market research clients.”
Commented Tami Reller, Corporate Vice President and CFO for Windows and Online Services, Microsoft, “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. 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 willhelp 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.