Dun & Bradstreet announce expiration of 'Go Shop' period
Dun & Bradstreet announced the expiration of the 45-day "go-shop" period pursuant to the terms of the previously announced agreement and plan of merger, dated as of August 8, 2018, by and among the Company, Star Parent, L.P. and Star Merger Sub, Inc. The "go-shop" period expired at 11:59 p.m., New York City time, on September 22, 2018. Starting at 12:01 a.m., New York City time, on September 23, 2018, the Company became subject to customary "no shop" provisions that limit its ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary "fiduciary out" provisions that would permit the Company to provide confidential information to, and discuss and negotiate with, third parties with respect to unsolicited alternative acquisition proposals and to terminate the merger agreement to enter into a superior proposal, in each case, if the Company's board of directors determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors' fiduciary duties under applicable law, and subject to other terms and conditions of the merger agreement. Dun & Bradstreet has filed with the Securities and Exchange Commission preliminary proxy materials related to the special meeting of shareholders to vote on the proposed transaction. Details regarding the date, time and place of the special meeting of shareholders will be announced when determined and will be included in the definitive proxy materials when filed. The proposed transaction with Star Parent, L.P. and Star Merger Sub, Inc. is expected to close no later than during the first quarter of 2019, subject to Dun & Bradstreet shareholder approval, regulatory clearances and other customary closing conditions.