Shareholders to receive $28 per share
60% premium to Nielsen's unaffected stock
price
Nielsen to commence 45-day go-shop
period
Transformative Nielsen ONE product rollout
remains on track
NEW YORK, March 29, 2022 /PRNewswire/ -- Nielsen Holdings
plc (NYSE: NLSN) ("Nielsen") today announced that it has entered
into a definitive agreement to be acquired by a private equity
consortium ("Consortium") led by Evergreen Coast Capital
Corporation ("Evergreen"), an affiliate of Elliott Investment
Management L.P. ("Elliott"), and Brookfield Business Partners L.P.
together with institutional partners (collectively "Brookfield") for $28 per share in an all-cash transaction valued
at approximately $16 billion,
including the assumption of debt.
The Nielsen Board of Directors voted unanimously to support the
acquisition proposal, which represents a 10% premium over the
Consortium's previous proposal and a 60% premium over Nielsen's
unaffected stock price as of March 11,
2022, 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.
"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," said James A. Attwood, Chairperson of Nielsen's Board
of Directors.
"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.
The transaction is subject to approval by Nielsen shareholders,
regulatory approvals, consultation with the works council and other
customary closing conditions. The transaction will also be subject
to UK court approval pursuant to a scheme of arrangement.
Alternatively, pursuant to the agreement, the parties may elect
instead to complete the transaction pursuant to an agreed-upon
tender offer. If the closing conditions are met, the transaction is
expected to close in the second half of 2022.
The Company no longer intends to commence share repurchases
under the Board's previously approved authorization.
"Go-Shop" Period
The transaction agreement provides for a "go-shop" period,
during which Nielsen – with the assistance of its financial
advisors, J.P. Morgan and Allen & Company, and its legal
advisors – will actively solicit, evaluate and potentially enter
into negotiations with parties that offer alternative acquisition
proposals. The go-shop period expires 45 days after Nielsen's entry
into the transaction agreement. Following that period, Nielsen will
be permitted to continue discussions and enter into or recommend a
transaction with any person or group that submitted a qualifying
proposal during the 45-day period, if the Board determines the
proposal is superior to this transaction. A competing bidder who
makes a superior proposal would bear a $102
million (1% percent of equity value) termination fee that is
payable by Nielsen if Nielsen terminates the transaction agreement
with the Consortium to accept such superior proposal.
Advisors
J.P. Morgan and Allen & Company LLC are acting as lead
financial advisors to Nielsen. PJT Partners is also acting as an
advisor to Nielsen. Wachtell, Lipton, Rosen & Katz, Clifford
Chance LLP, DLA Piper, and Baker McKenzie are serving as legal
advisors to Nielsen. Gibson, Dunn & Crutcher LLP and
Herbert Smith Freehills LLP are serving as legal advisors to
Evergreen and the Consortium, and Davis
Polk & Wardwell LLP is acting as legal advisor to
Brookfield. BofA Securities,
Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Securities (USA) Inc., and Citi are serving as financial
advisors to Evergreen and Brookfield.
Debt commitments to Evergreen and Brookfield were provided by Bank of America,
Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Bank USA National Association, KKR Capital Markets,
Citi, Nomura Securities International Inc., and Ares Capital
Management LLC.
For further information regarding all terms and conditions
contained in the definitive transaction agreement, please see
Nielsen's Current Report on Form 8-K, which will be filed in
connection with this transaction.
Forward-Looking Statements
This communication includes information that could constitute
forward-looking statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995.
These statements include those set forth above relating to the
proposed transaction as well as those that may be identified by
words such as "will," "intend," "expect," "anticipate," "should,"
"could" and similar expressions. These statements are subject to
risks and uncertainties, and actual results and events could differ
materially from what presently is expected, including regarding the
proposed transaction and Nielsen ONE. Factors leading thereto may
include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on
the global economy and financial markets, the uncertainties
relating to the impact of the Ukraine conflict or the COVID-19 pandemic on
Nielsen's business, the failure of Nielsen's new business strategy
in accomplishing Nielsen's objectives, economic or other conditions
in the markets Nielsen is engaged in, impacts of actions and
behaviors of customers, suppliers and competitors, technological
developments, as well as legal and regulatory rules and processes
affecting Nielsen's business, the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the proposed transaction that could reduce anticipated benefits or
cause the parties to abandon the proposed transaction, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement entered
into pursuant to the proposed transaction (the "Agreement"), the
possibility that Nielsen shareholders may not approve the proposed
transaction, the risk that the parties to the Agreement may not be
able to satisfy the conditions to the proposed transaction in a
timely manner or at all, risks related to disruption of management
time from ongoing business operations due to the proposed
transaction, the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of Nielsen's ordinary shares, the risk of any unexpected costs or
expenses resulting from the proposed transaction, the risk of any
litigation relating to the proposed transaction, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Nielsen to retain customers and retain and
hire key personnel and maintain relationships with customers,
suppliers, employees, shareholders and other business relationships
and on its operating results and business generally, the risk the
pending proposed transaction could distract management of Nielsen,
and other specific risk factors that are outlined in Nielsen's
disclosure filings and materials, which you can find on
http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K
reports that have been filed with the Securities and Exchange
Commission. Please consult these documents for a more complete
understanding of these risks and uncertainties. This list of
factors is not intended to be exhaustive. Such forward-looking
statements only speak as of the date of these materials, and
Nielsen assumes no obligation to update any written or oral
forward-looking statement made by Nielsen or on its behalf as a
result of new information, future events or other factors, except
as required by law.
Additional Information and Where to Find It
This communication relates to the proposed transaction involving
Nielsen. In connection with the proposed transaction, Nielsen will
file relevant materials with the U.S. Securities and Exchange
Commission (the "SEC"), including Nielsen's proxy statement on
Schedule 14A (the "Proxy Statement"). This communication is not a
substitute for the Proxy Statement or for any other document that
Nielsen may file with the SEC and send to its shareholders in
connection with the proposed transaction. The proposed transaction
will be submitted to Nielsen's shareholders for their
consideration. Before making any voting decision, Nielsen's
shareholders are urged to read all relevant documents filed or to
be filed with the SEC, including the Proxy Statement, as well as
any amendments or supplements to those documents, when they become
available because they will contain important information about the
proposed transaction.
Nielsen's shareholders will be able to obtain a free copy of the
Proxy Statement, as well as other filings containing information
about Nielsen, without charge, at the SEC's website (www.sec.gov).
Copies of the Proxy Statement and the filings with the SEC that
will be incorporated by reference therein can also be obtained,
without charge, by directing a request to Nielsen Holdings plc, 675
Avenue of the Americas, New York,
NY 10010, Attention: Corporate Secretary; telephone (646)
283-7571, or from Nielsen's website www.nielsen.com.
Participants in the Solicitation
Nielsen and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Nielsen's directors and executive officers is available
in Nielsen's definitive proxy statement for its 2021 Annual General
Meeting, which was filed with the SEC on April 12, 2021. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the Proxy Statement and other
relevant materials to be filed with the SEC in connection with the
proposed transaction when they become available. Free copies of the
Proxy Statement and such other materials may be obtained as
described in the preceding paragraph.
About Nielsen
Nielsen shapes the world's media and content as a global leader
in audience measurement, data and analytics. Through our
understanding of people and their behaviors across all channels and
platforms, we empower our clients with independent and actionable
intelligence so they can connect and engage with their
audiences—now and into the future.
An S&P 500 company, Nielsen (NYSE: NLSN) operates around the
world in more than 55 countries. Learn more at www.nielsen.com or
www.nielsen.com/investors and connect with us on Instagram,
Facebook, Twitter, LinkedIn.
About Elliott and Evergreen
Elliott Investment Management L.P. manages approximately
$51.5 billion of assets. Its flagship
fund, Elliott Associates, L.P., was founded in 1977, making it one
of the oldest funds under continuous management. The Elliott funds'
investors include pension plans, sovereign wealth funds,
endowments, foundations, funds-of-funds, high net worth individuals
and families, and employees of the firm. Evergreen Coast Capital
Corp. is Elliott's Menlo Park
affiliate, which focuses on technology investing.
About Brookfield Business Partners
Brookfield Business Partners is a global business services and
industrials company focused on owning and operating high-quality
businesses that provide essential products and services and benefit
from a strong competitive position. Investors have flexibility to
invest in our company either through Brookfield Business
Corporation (NYSE, TSX:BBUC), a corporation, or Brookfield Business
Partners L.P. (NYSE: BBU; TSX:BBU.UN), a limited partnership. For
more information, please visit https://bbu.brookfield.com.
Brookfield Business Partners is the flagship listed vehicle of
Brookfield Asset Management's Private Equity Group. Brookfield
Asset Management is a leading global alternative asset manager with
approximately $690 billion of assets
under management. More information is available at
www.brookfield.com.
Contact
Nielsen
Investors
Sara
Gubins
sara.gubins@nielsen.com
646.283.7571
Media
Connie Kim
connie.kim@nielsen.com
240.274.9999
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SOURCE Nielsen Holdings plc