The definitive agreement provides for a cash tender offer by a wholly-owned subsidiary of VNU for all of the outstanding shares of ACNielsen common stock at a price of US$36.75 per share. The tender offer is subject to a minimum tender condition of a majority of the fully diluted ACNielsen common shares being validly tendered and not withdrawn. The tender offer will be subject to the satisfaction of certain other conditions specified in the tender offer materials. It is expected that the offer will be completed in the first quarter of 2001. Following the completion of the tender offer, VNU will complete a second-step merger in which the remaining ACNielsen shares will be exchanged for the same cash consideration. The merger is subject to customary conditions. The boards of directors of both companies have approved the transaction. According to Nicholas L. Trivisonno, chairman and chief executive of ACNielsen, "We are pleased by the terms of this agreement, which affirms our commitment to deliver value to shareholders of ACNielsen. At the same time, by joining forces with VNU, we will create global leadership in marketing and media information services. Our clients will benefit from the scope of products and services offered by the merged companies, allowing us even greater opportunity to meet their changing needs and help them solve their business problems in today's dynamic marketplace." ACNielsen is on track to deliver full-year 2000 earnings that are in line with the current First Call consensus estimate of US$1.40 per diluted share. The consensus is based on the average of seven analyst estimates, each of which excludes charges for Operation Leading Edge, the company's accelerated growth plan. As a result of this announcement, the two "Nielsens" will be reunited under the same corporate roof. ACNielsen and Nielsen Media Research were originally part of the company founded by Arthur C. Nielsen and were spun off separately in 1996 in a restructuring of their then-parent company, Dun & Bradstreet. VNU acquired Nielsen Media Research in November 1999. VNU is one of the world's largest media and information companies and has leading market positions in marketing and media information, directories and consumer information, as well as educational information. Worldwide, VNU employs approximately 16,000 people and in 1999 had annual revenue of more than US$2.8 billion.