NEW YORK — Eight days ago,
Nielsen Holdings released a statement late in the day — on a Sunday — that made it clear it was firmly rejecting a purchase by a consortium led by shareholder
Elliott Management Corp.
This seemingly put the kibosh on a report in
The Wall Street Journal that negotiations were near their conclusion, and that a deal was imminent.
Guess what?
WSJ was right all along.
Nielsen has entered into an agreement to be acquired by a consortium led by an affiliate of Elliott Investment Management L.P. The deal is valued at $16 billion.
The private equity consortium is led by Elliott affiliate
Evergreen Coast Capital Corporation and
Brookfield Business Partners L.P., together with institutional partners.
Importantly, shareholders will receive $28 per share in an all-cash transaction that includes the assumption of debt.
What led the Nielsen Board of Directors to not only say yes to Elliott but vote unanimously to support the acquisition proposal? Money. The second offer, which the Board is saying yes to, represents a 10% premium over the consortium’s previous proposal. Plus, it represents a 60% premium over Nielsen’s “unaffected” stock price as of March 11, the last trading day before market speculation regarding a potential transaction.
“The Board reached this determination following a comprehensive review of the proposal, with the assistance of its independent financial and legal advisors,” Nielsen says.
James A. Attwood, Chairperson of Nielsen’s Board of Directors, further explained, ‘”After a thorough assessment, the Board determined that this transaction represents an attractive outcome for our shareholders by providing a cash takeout at a substantial premium, while supporting Nielsen’s commitment to our clients, employees and stakeholders. The Consortium sees the full potential of Nielsen’s leadership position in the media industry and the unique value we deliver for our clients worldwide.”
“After months of deep market analysis, industry diligence and management reviews, we are firmly convinced that Nielsen will continue to be the gold standard for audience measurement as it executes on the Nielsen ONE roadmap,” said Managing Partner Jesse Cohn and Senior Portfolio Manager Marc Steinberg on behalf of Evergreen and Elliott. “Having first invested in Nielsen nearly four years ago, we have a unique appreciation for the Company’s ongoing relevance to the global, digital-first media ecosystem. Today’s outcome represents a significant win for Nielsen’s shareholders and for the business itself, as our multibillion-dollar investment will help Nielsen reinforce its transformation at this critical inflection point. We are pleased to partner with David and the existing management team to lead Nielsen after the transaction is completed.”
“Nielsen is deeply embedded in the media ecosystem and a trusted service provider to its customers. As a private company, Nielsen will be even better positioned to deliver the best measures of consumers’ rapidly changing behaviors across all channels and platforms,” commented Dave Gregory, Managing Partner, Brookfield Business Partners. “We are pleased to invest in this iconic company and help lead the industry into the next generation of audience measurement.”
The Consortium has secured fully committed debt and equity financing, including an approximately $5.7 billion equity commitment from the Consortium consisting of Evergreen and Brookfield. There are no financing conditions to the closing of the transaction.
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