Transaction Expected to Close in October 2022
NEW
YORK, Sept. 1, 2022 /PRNewswire/ -- Nielsen
Holdings plc (NYSE: NLSN) ("Nielsen") today announced that at a
court meeting and special meeting of its shareholders held earlier
today, its shareholders have approved the previously announced
definitive agreement (the "Transaction Agreement") for Nielsen to
be acquired by a private equity consortium (the "Consortium")
composed of Evergreen Coast Capital Corp. ("Evergreen"), an
affiliate of Elliott Investment Management L.P. ("Elliott"), and
Brookfield Business Partners L.P. together with institutional
partners (collectively "Brookfield"). Shareholders approved the
$28.00 per share in an all-cash
transaction valued at approximately $16
billion, including the assumption of debt.
The transaction, which is expected to close in October 2022, remains subject to customary
closing conditions, including approval of the scheme of arrangement
to implement the transaction by the UK Court and the delivery of a
copy of the court order approving the transaction to the UK
Companies Registry, as well as to the satisfaction of the other
conditions set forth in the Transaction Agreement.
Upon closing, Nielsen will become a private company, and its
shares will no longer be traded on the New York Stock Exchange.
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.
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 social media
(Twitter, LinkedIn, Facebook and Instagram).
About Elliott and Evergreen
Elliott Investment Management L.P. manages approximately
$55.7 billion of assets as of
June 30, 2022. 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
over $750 billion of assets under
management. More information is available at
www.brookfield.com.
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
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 (the "SEC"). 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.
Contacts
Investor Relations: Sara Gubins, +1 646 283 7571;
sara.gubins@nielsen.com
Media Relations: Connie
Kim, +1 240 274 9999; connie.kim@nielsen.com
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SOURCE Nielsen Holdings plc