Institutional Shareholder Services (ISS) Recommends Hoover's Stockholders Vote For D&B Offer
FOR IMMEDIATE RELEASE
AUSTIN, TEXAS, January 29, 2003 - Hoover's, Inc. (NASDAQ: HOOV) announced today that Institutional Shareholder Services (ISS) - the nation's leading independent proxy voting advisory firm - has recommended that Hoover's stockholders vote for the Company's merger agreement with the Dun & Bradstreet Corporation.
In making its recommendation, ISS concluded that, "Based on the market premium, and the fairness opinion, we believe the merger agreement warrants shareholder support."
In its report, ISS noted that "[t]he board unanimously approved the merger agreement following arms-length negotiations between the two parties." ISS also cited risks Hoover's would confront if it were to continue as a stand-alone entity.
"We are pleased that ISS -- the nation's most respected independent proxy advisory firm -- has recognized the objectivity of the Board's process and the value of the transaction for our shareholders. We appreciate their endorsement of the Board's recommendation to shareholders," said Jeffrey R. Tarr, Chairman and Chief Executive of Hoover's.
About Hoover's, Inc. - The Business Information Authority (SM)
Hoover's, Inc. (NASDAQ: HOOV) is a leading provider of business information. Hoover's publishes authoritative information on public and private companies worldwide, and provides industry and market intelligence that helps sales, marketing and business development professionals and senior-level executives get the global intelligence they need to grow their businesses. This information, along with advanced searching tools, is available through Hoover's Online (www.hoovers.com), the company's premier online service. Hoover's business information is also available through corporate intranets and distribution agreements with licensees, as well as via print and CD-ROM products from Hoover's Business Press.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
The statements contained in this release relating to the Special Meeting of Stockholders and the merger with D&B are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to: the satisfaction of all of the conditions to the closing of the acquisition, including, but not limited to, receiving the approval of a majority of Hoover's outstanding shares.
Contacts
L Glass
Hoover's, Inc.
512-374-4500
lglass@hoovers.com
