Nielsen Holdings plc (Nielsen) has announced that it has entered into a definitive agreement to be acquired by a private equity consortium led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management LP, and Brookfield Business Partners LP together with institutional partners for $28 per share in an all-cash transaction valued at approximately $ 16 billion, including the assumption of debt.
The Nielsen Board of Directors have 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 Board reached this determination following a comprehensive review of the proposal, with the assistance of its independent financial and legal advisors.
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 authorisation.
"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 behaviours across all channels and platforms," said 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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