IRI to be Acquired by Symphony Technology Group and Tennenbaum Capital Partners Symphony and Tennenbaum to Make Tender Offer of $3.30 Per Share in Cash,

Plus Right to Portion of Potential Lawsuit Proceeds



    CHICAGO, June 29 /PRNewswire-FirstCall/ --
 Information Resources, Inc. (Nasdaq:   IRIC), a leading provider of consumer
 information and insights to the consumer packaged goods (CPG) industry,
 announced today that it has entered into a definitive agreement to be acquired
 by a newly formed corporation owned by Symphony Technology II-A, L.P., a
 leading investor in enterprise software and related services businesses, and
 by Tennenbaum Capital Partners, LLC, a private investment firm. IRI's Board of
 Directors has unanimously approved the acquisition.
     Pursuant to the agreement, the newly formed corporation owned by Symphony
 and Tennenbaum will commence a tender offer for all outstanding shares of IRI.
 Under the terms of the transaction, the company will offer IRI stockholders
 $3.30 per share in cash, without interest. Stockholders also will receive one
 contingent value right (CVR) per share of IRI common stock held by them. By
 virtue of their ownership of the CVRs, CVR holders will be entitled, in the
 aggregate, to 60% of any proceeds, subject to certain adjustments as described
 in more detail below, from IRI's antitrust lawsuit against ACNielsen (now
 owned by VNU NV), The Dun & Bradstreet Corp., and IMS International, Inc. The
 cash portion of the tender offer price represents a premium of approximately
 11% over the $2.98 closing price of IRI's stock on June 27, 2003.
     "The combination of IRI and Symphony has the potential to change the
 competitive dynamics of our industry. Symphony and IRI share a vision of
 enabling CPG manufacturers and retailers to improve revenue, profit and other
 key elements of business performance by extracting significantly greater value
 from the enormous quantities of consumer and sales data available to them.
 This union takes that vision one step closer to reality by creating the first
 and only provider of market-based business intelligence solutions for the CPG
 industry," said Joe Durrett, Chairman and CEO of IRI.
     The tender offer is scheduled to begin on or before July 14, 2003 and is
 expected to be completed in August 2003. The tender offer will be followed by
 a merger in which all remaining IRI stockholders will receive the same per
 share consideration received by tendering stockholders in the tender offer.
 The transaction is subject to customary conditions including standard
 regulatory approvals.  Following the completion of the transaction, IRI will
 become a privately held company in the Symphony and Tennenbaum portfolios.
     Under the terms of the transaction, Symphony and Tennenbaum have committed
 up to $10 million to fund prosecution of the lawsuit and to pay expenses in
 connection with the lawsuit. The parties have the right to raise additional
 funding should that be necessary. The acquiring company and IRI will set up a
 separate governing body to pursue IRI's claims and distribute any eventual
 proceeds. The company will pay each holder of a CVR a pro rata share of
 approximately 60% of the proceeds of any recovery in the litigation after
 adjustments for certain items, including for taxes and contingency fees. These
 CVRs will be non-transferable, except by will, upon death, or by operation of
 law.
     "For shareholders, this transaction locks in the gains in IRI's stock
 price over the past several months, funds the cost of litigating the antitrust
 suit against ACNielsen and other defendants, and enables IRI shareholders to
 participate in any future proceeds from that suit," said Durrett.
     Earlier this year, IRI announced that it had retained the investment-
 banking firm of William Blair & Company, LLC to explore strategic options with
 regard to enhancing shareholder value. This agreement is a result of that
 process.
     "IRI's Board of Directors has gone through a comprehensive process over
 the last six months to determine how we could generate the greatest value for
 our stockholders. This merger accomplishes that, and it accelerates the
 evolution of IRI's business strategy," said Durrett.
 
     Strategic Benefits
     The combination of IRI and Symphony leverages IRI's unique and powerful
 census level data and its data integration and analytic capabilities with
 Symphony's enterprise software applications to create the first and only
 provider of market-based business intelligence for the CPG industry.
     IRI is a leading provider of market-based data and analytic products and
 services for the CPG industry. It is the only company that provides census
 data on point-of-sale transactions from more than 48,000 retail outlets in the
 U.S. and Europe and consumer information from its 70,000-household panel. This
 level of data quality and granularity is a critical element as clients move
 beyond monitoring broad sales trends and into using the data to fuel real-time
 business intelligence applications that can improve performance in areas such
 as inventory and supply chain management.
     Symphony, through portfolio companies such as SymphonyRPM, provides
 proprietary real-time performance management solutions that can help CPG
 manufacturers and retailers extract more value from enormous quantities of
 data by integrating internal and third-party data, making it easier to expand
 the use of marketing data throughout the company, and linking marketing
 decisions to sales, operations and overall financial performance.
     In combination with Symphony, IRI will have access to added resources and
 capabilities from the Symphony portfolio companies. This will enable IRI to
 expand coverage by collecting more data from additional retail channels and
 outlets and to integrate that data with innovative technology solutions in
 ways that provide CPG manufacturers and retailers with the business
 intelligence to improve revenue, profit, and other measures of performance.
     "Prior to making this acquisition we met and talked with numerous CPG
 manufacturers and retailers," said Bob Evans, Managing Director of Symphony
 Technology Group.  "What we heard is that they want three things.  First,
 better data, both point-of-sale and panel data, with greater coverage of all
 the channels through which they sell to consumers, delivered faster and more
 reliably.  Second, they want powerful yet easy-to-use analytic tools that
 enable them to get more insight, more value from the data.  Third, they want a
 dynamite client services organization that understands their business and is
 constantly focused on developing innovative approaches to improve the
 profitability of their sales and marketing activities.  We believe we can
 combine IRI's market leading capabilities in these areas with the proprietary,
 real-time performance management technology and solutions we have developed at
 Symphony to meet these needs at every CPG manufacturer and retailer."
     "Symphony and Tennenbaum have significant financial resources, strategic
 and operational capabilities, and technical expertise. This union will enable
 IRI to deliver dramatically greater value to CPG manufacturers and retailers,
 both by providing more data from additional channels and by applying
 technology and analytics to make the data more valuable," said Durrett.
     "This transaction has the potential to change the competitive dynamics of
 this industry. We look forward to doing more such transactions, especially
 with Symphony," said Michael E. Tennenbaum, Senior Managing Partner of
 Tennenbaum Capital Partners.
 
     Conference Call Notice
     IRI will conduct a conference call to discuss the transaction on Monday,
 June 30, 2003 at 10:00 a.m. Central Time.  The dial-in number to listen to
 this conference is (877) 244-8007 for domestic calls and (706) 634-1503 for
 international calls.  Participants should call in at least 15 minutes prior to
 the 10:00 a.m. start time to be connected to the call.  A recording of this
 call will be available beginning at 12 noon Central Time on Monday, June 30,
 2003.  The dial-in number for this recording is (800) 642-1687 for domestic
 calls and (706) 645-9291 for international calls.  The access code is 1554554
 followed by the pound key (#). A Web cast replay of the call will be available
 on www.infores.com.
 
     About Symphony Technology Group, LLC
     Symphony is a leading investor in enterprise software and services
 companies.  Led by entrepreneurs and executives with strong track records and
 deep experience in strategy and operations, Symphony invests in companies that
 are or can become market leaders. Symphony applies its strategic and
 operational expertise and capital to enable the business transformation of its
 portfolio companies.
     Symphony, through its portfolio company, SymphonyRPM, also provides
 proprietary performance management solutions and software for the real-time
 enterprise: solutions that can help CPG manufacturers and retailers deliver
 the business outcomes they most care about such as revenue, margins and
 customer satisfaction by enabling and automating the analysis, and integration
 of enormous quantities of data from retailers and from internal ERP and legacy
 systems, by making it easier to expand the use of marketing data throughout
 the company, and by linking marketing decisions to sales, operations and
 overall financial performance. More information is available at
 www.symphonytg.com.
 
     About Tennenbaum Capital Partners, LLC
     Tennenbaum Capital Partners, LLC is a private investment company based in
 Los Angeles that invests across the capital structure in both debt and equity
 of publicly traded and private companies. The firm currently has approximately
 $1.7 billion in long-term capital under management and primarily invests in
 companies in transition where traditional sources of capital are not readily
 available. More information is available at www.tennenco.com.
 
     About IRI
     IRI is a leading provider of UPC scanner- and panel-based business
 solutions to the consumer packaged goods and healthcare industries, offering
 services in the U.S., Europe and other international markets. The Company
 supplies CPG and pharmaceutical manufacturers, retailers, and brokers with
 information and analysis critical to their sales, marketing, and supply chain
 operations. IRI provides services designed to deliver value through an
 enhanced understanding of the consumer to a majority of the Fortune 500
 companies in the CPG industry. More information is available at
 www.infores.com.
 
     Antitrust Suit
     Information Resources, Inc. has filed an antitrust action against The Dun
 & Bradstreet Corp., ACNielsen (now owned by VNU NV) and IMS International,
 Inc. in the United States District Court for the Southern District of New York
 entitled Information Resources, Inc. v. The Dun & Bradstreet Corp., et al. No.
 96 CIV. 5716. IRI alleges that, among other things, the defendants violated
 Sections 1 and 2 of the Sherman Act, 15 U.S.C. Sections 1 and 2, by engaging
 in a series of anti-competitive practices aimed at excluding IRI from various
 export markets for retail tracking services and regaining monopoly power in
 the United States market for retail tracking services. IRI is seeking to
 recover damages in excess of $350 million prior to trebling. A trial date has
 been set for September 20, 2004.
 
     Contingent Value Rights
     Pursuant to the tender, each shareholder will receive one CVR as part of
 the consideration for the IRI common stock.  The CVR is a highly speculative
 instrument the value of which will depend on IRI's recovery, if any, in the
 litigation.  Under the terms of the CVR, the acquiring company is obligated to
 pay to each holder of a CVR a pro rata share of approximately 60% of the
 proceeds of a recovery in the litigation after adjustments for certain items,
 including for taxes that IRI has to pay on the recovery (assumed to be at a
 rate of 34%) and contingency fees paid with respect to the litigation.
     As part of the transaction, Symphony and Tennenbaum have committed up to
 $10 million, payable upon consummation of the transaction, to fund the
 prosecution of the litigation and to pay the expenses incurred in connection
 with prosecuting the litigation.  The parties have the right to raise
 additional funding if that proves necessary. To the extent the expenses
 incurred in connection with prosecuting the litigation are less than
 $10 million, the difference shall be paid to the CVR holders.
     The parties have agreed that a body of rights agents will be appointed to
 direct the litigation on behalf of IRI and the CVR holders.  The acquiring
 company will name two of the rights agents, and IRI will name two of the
 rights agents.  A fifth independent member will then be selected as the fifth
 and final rights agent.  In general, a majority of the rights are required for
 a decision relating to the litigation.  However, one or both of the rights
 agents appointed by IRI will run the day-to-day workings of the litigation.
 Further, a majority of the rights agents (other than the independent rights
 agent) will be required to agree to settle the litigation.
     Subject to some limited exceptions, the CVRs will not be transferable.
 
     Important Information for Investors and Stockholders
     The tender offer for the outstanding shares of IRI referred to in this
 press release has not yet commenced, and this press release is neither an
 offer to purchase nor a solicitation of an offer to sell shares of IRI. At the
 time the tender offer is commenced, a newly formed corporation that is owned
 by Symphony and Tennenbaum will file a Tender Offer Statement with the
 Securities and Exchange Commission and IRI will file a
 Solicitation/Recommendation Statement with respect to the tender offer.
     The Tender Offer Statement (including an offer to purchase, a related
 letter of transmittal and other offer documents) and the
 Solicitation/Recommendation Statement will contain important information that
 should be read carefully before any decision is made with respect to the
 offer.
     The offer to purchase, the related letter of transmittal and certain other
 documents, as well as the Solicitation/Recommendation Statement, will be made
 available to all stockholders of IRI, at no expense to them. The Tender Offer
 Statement (including the offer to purchase, the related letter of transmittal
 and all other offer documents filed with the SEC) and the
 Solicitation/Recommendation Statement will also be available at no charge at
 the Securities and Exchange Commission's website at www.sec.gov.
 
     Safe Harbor
     This document contains certain forward-looking statements with respect to
 IRI and the plans or objectives for IRI and Symphony.  In particular,
 statements regarding the consummation of the transaction are subject to risks
 that the closing conditions to the transaction will not be satisfied,
 including the risks that sufficient tenders by IRI stockholders are not
 received or that necessary regulatory approvals are not obtained. In addition,
 statements regarding the expected benefits of the transaction are subject to
 the risk that expected synergies will not be achieved, risks related to the
 integration of the companies' operations and products, and general risks
 associated with the companies' businesses. These statements involve risk and
 uncertainty because they relate to events and depend on circumstances that may
 occur in the future. There are a number of factors that could cause actual
 results and developments to differ materially from those expressed or implied
 by these forward-looking statements. Any forward-looking statements made by or
 on behalf of IRI speak only as of the date they are made. IRI does not
 undertake to update any forward-looking statements.
 
      Media Contacts:
 
      Kristin Van
      IRI
      312-474-3384
      kristin.van@infores.com
 
      John McIndoe
      IRI
      312-474-3862
      john.mcindoe@infores.com
 
      Emily Mendell
      The Weiser Group
      610-359-9609
      emendell@weisergroup.com
 
      Michael E. Tennenbaum
      Tennenbaum Capital Partners
      310-566-1000
      mailbox@tennenco.com
 
 

SOURCE Information Resources, Inc.

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