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Greenfield Online Announces Agreement to Be Acquired by Microsoft; Terminates Agreement with Affiliates of Quadrangle

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Press release

WILTON, Conn., Aug 29, 2008 (BUSINESS WIRE) -- Greenfield Online, Inc. (Nasdaq: SRVY) ("Greenfield Online") announced that earlier today it entered into a merger agreement to be acquired by Microsoft Corporation (Nasdaq: MSFT) ("Microsoft"), via a cash tender offer for $17.50 per share in a transaction valued at approximately $486 million. In addition, Greenfield Online announced that immediately prior to entry into the merger agreement with Microsoft it had terminated its previously announced merger agreement with affiliates of Quadrangle Group LLC (together with its affiliates, "Quadrangle") following the expiration of the matching rights granted to Quadrangle under the Quadrangle merger agreement. In connection with the termination of the Quadrangle merger agreement, Greenfield Online is required to pay Quadrangle a $5 million fee.

Microsoft has advised Greenfield Online that it has entered into an agreement to sell the assets of Greenfield Online's Internet survey solutions (ISS) business to an unnamed financial buyer. The merger of Greenfield Online and Microsoft and Microsoft's sale of the ISS business are expected to close simultaneously in the fourth quarter of 2008. The consummation of the Microsoft transaction is not contingent on the sale of the ISS business.

Albert Angrisani, Greenfield Online's President and Chief Executive Officer said: "We are pleased to deliver additional value to our stockholders through this superior offer from Microsoft. We are excited about working with one of the world's leading corporations to effectuate a smooth transition in both our comparison shopping and global ISS businesses." Angrisani added, "We believe that the transition will have a positive outcome for our customers and employees."

"Acquiring one of Europe's leading price comparison, shopping and consumer reviews sites will further extend Microsoft's search and ecommerce services in Europe," stated Tami Reller, Corporate Vice President & CFO for Windows and Online Services, Microsoft Corporation. "The team at Ciao has built a passionate consumer community based on intuitive technology and extensive merchant relationships that we believe will deliver incremental benefit to the Microsoft Live Search platform. Greenfield Online's ISS business has been a cornerstone of the company's growth and market value -- we are pleased we could find the right strategic partner for ISS to continue its growth."

The closing of the tender offer by Microsoft is subject to customary conditions, including that shares representing at least a majority of Greenfield Online's common stock on a fully diluted basis are validly tendered into the offer and the obtaining of customary antitrust approvals. The subsequent closing of the merger may be subject to obtaining stockholder approval of the merger agreement if Microsoft does not acquire a sufficient number of shares to effect a short-form merger. If such approval is needed, Greenfield Online will call a special meeting of its stockholders.

Deutsche Bank Securities Inc., served as Greenfield Online's financial advisors in connection with the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as Greenfield Online's legal counsel.

Greenfield Online will file a Form 8-K with the U.S. Securities and Exchange Commission (the "SEC") with further details concerning this transaction.

About Greenfield Online, Inc.

Greenfield Online, Inc. is a global interactive media and services company that collects consumer attitudes about products and services, enabling consumers to reach informed purchasing decisions about the products and services they want to buy; and helping companies better understand their customer in order to formulate effective product marketing strategies. Proprietary, innovative technology enables us to collect these opinions quickly and accurately, and to organize them into actionable form. For more information, visit www.greenfield.com. Through our Ciao comparison shopping portals we gather unique and valuable user-generated content in the form of product and merchant reviews. Visitors to our Ciao portals use these reviews to help make purchasing decisions and we derive revenue from this Internet traffic via e-commerce, merchant referrals, click-throughs, and advertising sales. For more information or to become a member, visit http://www.ciao-group.com. Through our Greenfield Online and Ciao Surveys websites and affiliate networks, we collect, organize and sell consumer opinions in the form of survey responses to marketing research companies and companies worldwide. For more information, visit www.greenfield-ciaosurveys.com. To take a survey, go to www.greenfieldonline.com.