UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant o
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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
o Definitive Additional Materials
þ Soliciting Material Pursuant to Section 240.14a-12
META Group, Inc.
(Name of Registrant as Specified In Its Charter)
Gartner, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Filed by Gartner, Inc. Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: META Group, Inc.. Commission File No.: 0-27280
On January 31, 2005, Gartner, Inc. issued the following press release.
GARTNER ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD ON ITS PLANNED ACQUISITION OF META GROUP
STAMFORD, Conn. January 31, 2005 Gartner, Inc. (NYSE: IT and ITB) today announced that notice has been received from the Federal Trade Commission of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act concerning its planned acquisition of META Group, Inc. (Nasdaq: METG).
Completion of the transaction, expected during the second quarter 2005, is subject to customary closing conditions, including approval by META Groups stockholders.
About Gartner
Gartner, Inc. is the leading provider of research and analysis on the global information technology
industry. Gartner serves more than 10,000 clients, including chief information officers and other
senior IT executives in corporations and government agencies, as well as technology companies and
the investment community. The Company focuses on delivering objective, in-depth analysis and
actionable advice to enable clients to make more informed technology and business decisions. The
Companys businesses consist of Research and Events for IT professionals; Gartner Executive
Programs, membership programs and peer networking services; and Gartner Consulting, customized
engagements with a specific emphasis on outsourcing and IT management. Founded in 1979, Gartner is
headquartered in Stamford, Connecticut, and has more than 3,500 associates, including approximately
1,000 research analysts and consultants, in 76 locations worldwide. For more information, visit
www.gartner.com.
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Safe Harbor Statement
Statements contained in this press release regarding the consummation and timing of the pending
acquisition, and all other statements in this release other than recitation of historical facts are
forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995).
Such forward-looking statements include risks and uncertainties; consequently, actual results may
differ materially from those expressed or implied thereby. Factors that could cause actual results
to differ materially include, but are not limited to: approval of META Groups stockholders of the
pending acquisition; ability to expand or even retain META Groups customer base; ability to
integrate META Groups current operations and business; ability to retain META Groups professional
staff of research analysts and consultants; ability to achieve continued customer renewals and
achieve new contract value, backlog and deferred revenue growth in META Groups business;
additional risks associated with international operations; and other risks listed from time to time
in the Companys reports filed with the Securities and Exchange Commission, including the Companys
Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004. These filings can be found on Gartners Web site at
www.gartner.com/investors and the SECs Web site at www.sec.gov. Forward-looking statements
included herein speak only as of the date hereof and the Company disclaims any obligation to revise
or update such statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events or circumstances.
Additional Information
META Group has filed a preliminary proxy statement and other documents regarding the proposed
transaction described in this press release with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND SUCH OTHER MATERIALS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT META GROUP AND THE PROPOSED
TRANSACTION. A definitive proxy statement will be sent to security holders of META Group seeking
their approval of the transaction. Investors and security holders may obtain a free copy of the
definitive proxy statement (when available) and other documents filed by META Group with the SEC at
the SECs web site at www.sec.gov. The definitive proxy statement and other relevant documents may
also be obtained free of cost by directing a request to John Riley at 203-973-6700.
META Groups directors and executive officers may be deemed, under Securities and Exchange Commission rules, to be participants in the solicitation of proxies from the META Group stockholders in connection with the proposed transaction. Information about META Groups directors and officers can be found in META Groups Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement and other documents regarding the proposed transaction when they become available.
Contacts
Gartner, Inc.
Citigate Sard Verbinnen
Jamie Tully (jtully@sardverb.com)
Brooke Morganstein (bmorganstein@sardverb.com)
212-687-8080