News | One Equity Partners
MAR222007
Vertrue Inc. announces agreement to be acquired by an investor group

One Equity Partners, Oak Investment Partners and Rho Ventures acquire Vertrue Inc. for $48.50 Per Share, or Approximately $800 Million

Norwalk, CT -- Vertrue Incorporated (Nasdaq: VTRU), a premier Internet direct marketing services company, announced today that it has entered into a definitive agreement to be acquired by Vertrue's management and an investor group consisting of One Equity Partners, Oak Investment Partners and Rho Ventures in a transaction valued at approximately $800 million. Gary Johnson will remain in his role as Chief Executive Officer of the company.

Under the terms of the agreement, Vertrue's stockholders will receive $48.50 in cash for each share of Vertrue common stock, which represents a 21% premium to the undisturbed stock price of $40.12 per share on January 23, 2007 (the day prior to media reports speculating about a potential sale of Vertrue).

A special committee of independent directors and the full board of directors of Vertrue Incorporated have approved the merger agreement and have recommended to Vertrue's stockholders that they adopt the agreement.

The transaction is expected to be completed in the first fiscal quarter of 2008, which ends on September 30, and is subject to receipt of stockholder and customary regulatory approvals as well as satisfaction of additional customary closing conditions. Upon completion of the transaction, Vertrue's executive management team will continue to lead the company.

FTN Midwest Securities Corp., financial advisor to the special committee, provided a fairness opinion to the special committee. Jefferies Broadview, a division of Jefferies & Co., acted as financial advisor to Vertrue and provided a fairness opinion to the board of directors of Vertrue. Lehman Brothers acted as financial advisor to the investor group.

Sullivan & Cromwell LLP acted as legal advisor to the special committee and Dechert LLP acted as legal advisor to the investor group. Morgan, Lewis & Bockius, LLP represented management.

The equity for the transaction will be provided by One Equity Partners, Oak Investment Partners, Rho Ventures and members of management. The debt financing for the transaction will be provided by Lehman Brothers and JPMorgan.