Rochester, N.Y.-based global consulting and market research firm Harris
Interactive Inc. Monday declared its intentions to merge with Princeton,
N.J.-based Total Research Corp. in an effort to expand its reach and sell
Total Research’s Fortune 100 client base on the effectiveness of its online
polling and research capabilities.
Both companies are debt-free, and Harris said the companies expect to report
about $115 million in combined revenues for their 2001 fiscal years.
Under the terms of the merger, Harris will exchange
1.222 shares of its stock for each share to Total Research. Upon completion of the merger, Harris stockholders will own
67.25 percent of the combined company and Total Research shareholders will
own about 32.75 percent. Total Research will become a wholly-owned
subsidiary of Harris Interactive, which said each part of the combined
company will initially continue to operate under its existing name in the
U.S. and Europe.
“Total Research is a respected leader in market research that shares our
vision for the future of the industry,” said Dr. Gordon S. Black, chairman
and chief executive officer of Harris Interactive. “Harris Interactive will
benefit from the addition of the management and operating resources of Total
Research, while significantly expanding the market for our entire portfolio
of research services, both in the U.S. and in Europe.”
Black will retain the role of chairman and CEO in the combined company.
Total Research President and CEO Al Angrisani will be president and chief
operating officer of the combined company. Harris Interactive President and
COO David H. Clemm will become vice chairman for global operations and
Internet research development.
“The combination of Total Research and Harris Interactive creates a powerful
new business model in the market research industry,” Angrisani said.
“Total’s profitable custom research business, recognized for its advanced
analytics and methodologies, combined with Harris Interactive’s consultative
approach and robust data collection capabilities, will create a potent force
in the industry. Over the past two years, we have worked with Harris
Interactive and have witnessed first-hand the enhanced cost efficiencies,
speed and productivity advantages provided by Internet-based surveying.”
Harris said one of the combined companies first priorities will be expanding
its international markets by building databases of cooperative research
panels in Europe and Japan.
“Internet penetration around the world is reaching critical mass and our
clients are now asking us to perform research in other countries and
cultures,” Clemm said.
Total Research’s assets will certainly be of use in that area. It has
already built a European base of operations that is expected to account for
about $22 million of the company’s recent fiscal year revenues.
The merger is still subject to regulatory approval and the approval of
stockholders of both companies. Harris Interactive said stockholders
representing about 53 percent of its total outstanding common stock and
about 24 percent of Total Research’s total outstanding common stock have
executed voting agreements to vote in favor of the merger.
The companies anticipate finalizing the merger in the fourth quarter of
calendar 2001.
