Information Resources, Inc. (IRI), a fast-growing global leader in innovative solutions and services for consumer, retail, and media companies, and The NPD Group (NPD), a global provider of market information and advisory services, signed a definitive agreement through which IRI and NPD will merge.

WHO: IRI, with the largest repository of purchase, media, social, causal, and loyalty data all integrated into an on-demand, cloud-based technology platform, unifies technology, analytics, and data to reinvent how people and companies make decisions, take action, and optimize performance.

NPD offers data, industry expertise, and prescriptive analytics to help clients grow their businesses in a changing world. Over 2,000 companies worldwide rely on NPD to help them measure, predict, and improve performance across all channels, including brick-and-mortar, e-commerce, and B2B. NPD has services in 19 countries worldwide, with operations spanning the Americas, Europe, and APAC. Practice areas include apparel, appliances, automotive, beauty, books, B2B technology, consumer technology, e-commerce, fashion accessories, food consumption, food service, footwear, home, juvenile products, media entertainment, mobile, office supplies, retail, sports, toys, and video games.

WHY: The combination will create a leading global technology, analytics, and data provider that offers clients a view of total retail purchasing and consumption trends, powered by advanced, predictive analytics on the industry-leading IRI Liquid Data technology platform.

IN THEIR OWN WORDS: Kirk Perry, President and CEO of IRI, said, "This combination is a win for IRI, NPD, our clients and our teams as we bring together two industry leaders to offer a total store view. We look forward to joining forces with the NPD team, which brings expertise in parts of the store that IRI does not cover today. As the global retail landscape continues to evolve, IRI and NPD will have innovative technology, analytics, data resources, talent and geographic reach to best support the growth of the world's leading brands and retailers. Our combined organization will be well-positioned for continued innovation and success, backed by the expertise and resources of our new majority investor, Hellman & Friedman (‘H&F’), alongside our long-term partners at Vestar Capital and New Mountain Capital."

NPD CEO Karyn Schoenbart added, "We are excited about the prospect of combining our companies to give clients the tools and information they need to succeed amid changing consumer behavior. Both NPD and IRI share similar client-focused, innovative and collaborative cultures, making this combination a natural fit."

DETAILS:

• IRI and NPD will merge. The terms of the agreement were not disclosed.
• Global private equity firm H&F will acquire a majority stake in IRI and merge IRI with H&F portfolio company NPD.
• H&F will lead an ownership group consisting of existing long-term IRI investors Vestar Capital Partners and New Mountain Capital, which will both retain significant investments in the combined company. 
• Following the close of the transaction, H&F, Vestar, and NMC will each have representation on the combined company's board of directors. 
• Kirk Perry will become CEO of the combined company and serve on the board. NPD Executive Chairman Tod Johnson will be chairman of the combined company's board, and Karyn Schoenbart also will join the board. Jeff Ansell, current Chairman of IRI's board, will continue on the combined company's board as well. Johnson and Schoenbart will continue to lead NPD until closing and will remain investors in the combined company.
• Evercore, Goldman Sachs & Co. LLC, and Guggenheim Securities LLC are serving as financial advisors to IRI, and Kirkland & Ellis LLP is serving as legal counsel. Jefferies Group LLC is serving as exclusive financial advisor to NPD and H&F, and Simpson Thacher & Bartlett LLP is serving as legal counsel. Kramer Levin is serving as legal counsel to Johnson and Schoenbart.