FORRESTER RESEARCH, INC. FORR

election_required = True...ined below) who: • properly tenders and does not properly withdraw all Shares owned by the Odd Lot Holder at a price at or below the Purchase Price (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as defined below), and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee for such completion or Agent’s Message). • Second, subject to the condi...

expiry = 2013-05-01...e Than $130,000,000 in Cash Shares of Its Common Stock at a Per Share Purchase Price Not Greater Than $36.00 Per Share Nor Less Than $32.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 1, 2013, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Forrester Research, Inc., a Delaware corporation (the “Company,” “Forrester,” “we” or “us”), is offering to purchase for cash up to $130,...

listed = True...Expiration Date. See Sections 3 and 4. Table of Contents The Offer is not conditioned upon obtaining financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. The Shares are listed on the NASDAQ Global Select Market (the “NASDAQ”) and trade under the symbol “FORR.” On March 28, 2013, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on the NASDAQ was $31.65 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender...

mechanism = DUTCH...ary. Who is offering to purchase my Shares? Forrester Research, Inc., which we refer to as the “Company,” “Forrester,” “we” or “us.” What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting an offer by means of a “modified Dutch auction” to purchase for cash up to $130,000,000 of shares of our common stock, par value $0.01 per share (the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering stockholders of not greater than $36.00 per Share nor less than $32.00 per Share (“Auction Tenders”), or (ii) purchase price tenders (“Purchase Price Tender...

must_tender_all = True...rly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $130,000,000, we will purchase Shares: • First, from all holders of “odd lots” of less than 100 Shares who properly tender all of their Shares at or below the Purchase Price, and do not properly withdraw them prior to the Expiration Date; • Second, from all other stockholders who properly tender Shares at or below the Purchase Price (and do not properly withdraw them prior to the Expiration Date), on a pro rata basis, with appropriate adjustments to avoid the purchase of fracti...

priority = True...r Share (the minimum purchase price under the offer) and stockholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to “odd lot” priority, proration and conditional tender). However, your election or the election of other stockholders to tender Shares pursuant to Auction Tenders or Purchase Price Tenders could result in the Purchase Price being lower and could result in your Shares being purchased at the minimum price in the Offer. The Offer is not being made to, nor will...

threshold = 100...ified number of Shares, it is possible that none of those Shares will be purchased. Odd Lots. The term “Odd Lots” means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned a total of fewer than 100 Shares and so certified (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee to so certify) in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d503627dex99a1a.htm EX-(A)(1)(A) Ex-(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Forrester Research, Inc. Offer to Purchase for an Aggregate Purchase Price of Not More Than $130,000,000 in Cash Shares of Its Common Stock at a Per Share Purchase Price Not Greater Than $36.00 Per Share Nor Less Than $32.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 1, 2013, UNLESS THE OFFER IS EXTENDED OR WIT...