DEFA14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
VERTRUE INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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THE FOLLOWING PRESS RELEASE HAS BEEN ISSUED IN CONNECTION WITH THE PROPOSED MERGER:
Vertrue
Inc. Adjourns Special Meeting of Stockholders
Meeting to Reconvene on July 31, 2007
NORWALK, Conn. July 12, 2007 Vertrue Incorporated (NASDAQ: VTRU) (Vertrue) announced
that, at a special meeting of stockholders held today, Vertrues stockholders voted to adjourn the
meeting regarding the proposed acquisition of Vertrue by an investor group consisting of One Equity
Partners, Oak Investment Partners, Rho Ventures and certain members of Vertrues management. The
special meeting of stockholders is scheduled to reconvene on Tuesday, July 31, 2007, at 9:30 a.m.,
Eastern Time, at the Stamford Marriott Hotel & Spa, 243 Tresser Boulevard, Stamford, Connecticut.
The meeting was adjourned to permit the solicitation of additional votes. The record date for
stockholders entitled to vote at the reconvened meeting remains June 7, 2007.
As announced on March 22, 2007, Vertrue entered into a merger agreement with Velo Holdings
Inc. and Velo Acquisition Inc. Under the terms of the agreement, Vertrues stockholders will
receive $48.50 in cash for each share of Vertrue common stock, subject to closing of the
transaction. A special committee of independent directors and the full board of directors of
Vertrue have approved the merger agreement and have recommended to Vertrues stockholders that they
adopt the agreement.
Stockholders who have questions about the merger, need assistance in submitting their proxy or
voting their shares should contact Vertrues proxy solicitor, Georgeson Inc., in writing at
Georgeson Inc., 17 State Street, 10th Floor, New York, NY 10004, or by telephone at (212) 440-9800
(for banks and brokers) and (866) 577-4994 (for all others).
ABOUT VERTRUE
Vertrue is a publicly held company whose shares are listed on the NASDAQ under the ticker
symbol VTRU. Vertrue is a premier Internet direct marketing services company. Vertrue operates a
diverse group of marketing businesses that share a unified mission: to provide every consumer with
access to direct-to-consumer savings across its five vertical markets of healthcare, personal
property, security/insurance, discounts and personals, which are all offered online through a set
of diverse Internet marketing channels. Our principal executive offices are located at 20 Glover
Avenue, Norwalk, Connecticut 06850, and our telephone number is (203) 324-7635.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve
known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Vertrue to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such factors
include, among others, risks associated with the timing of and costs of financing commitments,
general competitive factors and regulatory developments. More detailed information about these
risks, uncertainties and other factors is set forth in Vertrues Annual Report on Form 10-K for the
fiscal year ended June 30, 2006 of Vertrue and in its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2007. Risks and uncertainties relating to the proposed Merger (as defined
below) include the ability of the parties to the Agreement and Plan
of Merger, dated as of March 22, 2007 (the Merger
Agreement), by
and among Vertrue, Velo Holdings Inc. and Velo Acquisition Inc. to satisfy the conditions to
closing specified in the Merger Agreement. Vertrue is under no obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking statements.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER
In connection with the proposed merger of Velo Acquisition Inc. with and into Vertrue
(the Merger) pursuant to the Merger Agreement, Vertrue has filed a definitive proxy statement
with the Securities and Exchange Commission (the SEC) on June 12, 2007. BEFORE MAKING ANY VOTING
DECISION, VERTRUES STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE
MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND THE PARTIES THERETO. Copies of such proxy statement have been mailed to record holders
of the shares of Vertrues common stock. Vertrues stockholders may obtain, without charge, a copy
of the definitive proxy statement and other relevant documents filed by Vertrue with the SEC from
the SECs website at http://www.sec.gov. Vertrues stockholders may also obtain, without charge, a
copy of the definitive proxy statement and other relevant documents by directing a request by mail
or telephone to Vertrue Incorporated, Attn. Legal Department, 20 Glover Avenue, Norwalk, CT 06850,
telephone: (203) 324-7635, or from Vertrues website, http://www.vertrue.com.
Vertrue and its directors, officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from Vertrues stockholders with respect
to the proposed Merger. Information concerning the interests of Vertrues directors and executive
officers and their ownership of shares of Vertrues common stock is set forth in the definitive
proxy statement for the special meeting of Vertrues stockholders, which was filed with the SEC on
June 12, 2007. Stockholders may obtain additional information regarding the interests of Vertrue
and its directors and executive officers in the Merger, which may be different than those of
Vertrues stockholders generally, by reading the definitive proxy statement and other relevant
documents regarding the Merger, previously filed with the SEC.
CONTACT:
Vertrue Incorporated
Gary
A. Johnson, (203) 324-7635