VNU Makes Case at EGM

VNU, which is holding an EGM in Amsterdam today to persuade shareholders of the merits of the current private equity offer, says it will make 'a compelling and thorough case' for this being the best option, and has posted on its web site the presentation it will use to structure its argument.

The presentation has been available since the starting time of today's EGM at Hotel Okura Amsterdam, Ferdinand Bolstraat 333. It gives the most detailed breakdown yet of reasons for approving the sale and comparisons of options, including an analysis of the theoretical value of the company if broken up. VNU concludes that 'The theoretical break-up value of VNU is in a range around the offer from the Consortium, before taking into account the substantial valuation and execution risks'.

VNU also notes that 'previously disclosed pricing and consolidation issues affecting its Marketing Information group had a negative impact on the group's EBITDA of EUR 15 million in 2004 and EUR 31 million in 2005'.

The meeting is dedicated to giving shareholders an opportunity to discuss the Offer with the Supervisory and Executive Boards. They have until May 5 to decide their reaction. VNU says the EUR 28.75 all-cash offer represents the best alternative for shareholders, giving a 20% premium over the two- year average share price, 13.3x 2005 EBITDA and 18.9x 2005 EBITDA minus Capex, and delivery of cash to shareholders as early as mid-May, without any of the execution and timing risks inherent in projections / other options.

VNU, whose two largest divisions are MI Division (including ACNielsen) and MMI (including Nielsen Media Research), has postponed its AGM to June 13th. The company is online at www.vnu.com .

All articles 2006-23 written and edited by Mel Crowther and/or Nick Thomas, 2024- by Nick Thomas, unless otherwise stated.