Forrester Research, Inc. (Nasdaq: FORR), a leading provider of research and analysis on emerging technologies, and Giga Information Group, Inc. (OTCBB: GIGX), a leading global technology advisory firm, today announced that they have entered into a definitive agreement under which Forrester will acquire Giga.
Pursuant to the agreement, Forrester will begin a tender offer for all outstanding shares of Giga for $4.75 per share in cash. The acquisition has been approved unanimously by the boards of directors of each company and is subject to customary conditions, including regulatory and other standard approvals. Gideon Gartner, Giga’s founder and owner of 17 percent of its outstanding stock, has agreed to tender his shares in the offer, and W.R. Hambrecht & Co., owner of 15 percent of Giga’s stock, has agreed to tender its shares in the offer subject to the approval of its lenders.
“We believe that this acquisition significantly expands our coverage and reach,” stated George F. Colony, Forrester’s chairman of the board and chief executive officer. “Giga brings deep IT research that augments our emerging technology focus, as well as approximately 900 new client relationships. These strengths, together with Giga’s reputation for quality, innovative products, and customer service, make Giga an ideal fit for Forrester and our clients.”
“We have long respected Forrester for the quality of its people, its work, and its approach,” stated John F. Andrews, Giga’s president and chief executive officer. “It is a tribute to everyone at Giga that Forrester has decided to purchase our company. I believe these two companies will combine into a research powerhouse that will provide unparalleled levels of customer satisfaction.”
The tender offer requires that at least a majority of Giga’s fully diluted shares be tendered. If tenders for 90 percent of Giga’s outstanding shares are received, the acquisition is expected to close at the end of February 2003. If a majority but less than 90 percent of Giga’s outstanding shares are tendered, Giga would become a majority-owned subsidiary of Forrester and a meeting of Giga’s stockholders would need to be called to complete the transaction. In that case, the acquisition would likely be completed during the second quarter of 2003. Following the completion of the transaction, Giga will become a wholly owned subsidiary of Forrester.
In conjunction with this news release, Forrester management will host a conference call for investors at 10 a.m. Eastern time today, January 21, 2003. The call will be broadcast live over the Internet. Investors interested in listening to the Webcast should log on to the Investor Relations section of the Forrester Web site, located at www.forrester.com, at least 15 minutes prior to the event’s broadcast. A Webcast replay will be available from January 21, 2003, through January 28, 2003.