Harris Interactive Inc.

Acquisition of Harris Interactive Inc. by Nielsen Holdings N.V. May Not Be in Shareholders’ Best Interests

Robbins LLP are investigating the acquisition of Harris Interactive Inc. (NASDAQ:HPOL) by Nielsen Holdings N.V. (NYSE: NLSN). Harris announced that it has entered into a definitive merger agreement to be acquired by Nielsen Holdings. Under the terms of the agreement, Nielsen will commence a tender offer to acquire all of the outstanding shares of Harris’s common stock for $2.00 per share. The tender offer will commence within ten business days and will remain open for at least 34 business days after launch. If the offer is successful, any shares not tendered will be acquired in a second-step merger at the same cash price per share as paid in the tender offer.

Is the Merger Best for Harris and Its Shareholders?

Robbins LLP’s investigation focuses on whether the board of directors at Harris is undertaking a fair process to obtain maximum value and adequately compensate Harris shareholders in the merger.

As an initial matter, the $2.00 consideration represents a one day discount of 3.85% based on Harris’s closing price on November 22, 2013, and a one month premium of only 4.17% based upon Harris’s closing price on October 25, 2013. The one day discount is substantially below the average one day premium of 21.62% and the one month premium of 62.16% for comparable transactions in the last three years. Notably, Harris last traded over the offer price on November 20, 2013, and traded as high as $2.19 on August 22, 2013, closing at $2.19 that same day.

Further, Harris reported a 50% increase in cash and cash equivalents for the first quarter 2014 over the same quarter 2013, as well as a 3% increase in bookings over the same quarter 2013. Eric Narowski, Harris’s Chief Financial Officer, commented, “Based on current market conditions and forecasts for the fiscal year ending June 30, 2014, the Company is reaffirming its previously issued fiscal 2014 adjusted EBITDA guidance of between $14.5 and $16.5 million.”

Given these facts, Robbins LLP is examining Harris’s board of directors’ decision to sell the company to Nielsen Holdings now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects, and whether they are seeking to benefit themselves.

Harris shareholders have the option to file a class action lawsuit to secure the best possible price for shareholders and the disclosure of material information so shareholders can tender their shares in an informed manner.

Harris shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.

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