Nielsen Consortium Bid to Proceed as 'Go-Shop' Expires

Nielsen has announced the end of its 45-day 'go-shop' period, in which the Board has investigated the potential for alternatives to its recently-announced acquisition by a consortium of private investors; and says no proposals have been submitted.

Nielsen rejected in March an initial bid from the consortium - which is led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P. A week later, the consortium made an improved bid of $28 per share, all-cash, valuing the business at c. $16bn. This agreement allowed Nielsen and its advisors to actively solicit alternative acquisition proposals from third parties, and more than 30 were contacted, according to the ratings giant, but only one got as far as executing a non-disclosure agreement with Nielsen, and this did not result in further proposals.

As a result - and despite opposition from major investor the WindAcre Partnership, which is now Nielsen's largest shareholder with around 27% of the company after a recent buying spree, the Board expects the consortium deal to proceed and says it will file its preliminary proxy statement in connection with the related shareholder vote to approve the transaction on or around May 19th - next Thursday. WindAcre has said that the new bid still drastically undervalues the company, which it believes has 'an intrinsic value well north of $40 per share'.

Nielsen Chair James A. Attwood comments: 'After a thorough effort aimed at exploring whether a higher and better offer for Nielsen could be obtained, the Board has confirmed its view that the transaction with the Consortium represents an attractive outcome for our shareholders by providing a cash purchase at a substantial premium, while supporting Nielsen's commitment to our clients, employees and stakeholders'. The transaction remains subject to approvals and other customary closing conditions, but if these are forthcoming / met, it is expected to close in the second half of 2022.

Web site: www.nielsen.com .