Nielsen Rejects ‘Unsolicited’ Acquisition Offer
• Nielsen Holdings plc on Sunday announced that its Board of Directors has determined not to proceed with an unsolicited acquisition proposal from a private equity consortium that valued the Company at $25.40 per share. The Board reached this determination based on its comprehensive review of the proposal, with the assistance of its independent financial and legal advisors, and discussions with The WindAcre Partnership LLC, one of Nielsen’s largest shareholders, under a confidentiality agreement. Nielsen also announced its intention to commence share repurchases under its previously approved $1 billion share repurchase authorization when the Company’s trading window opens.
Nielsen’s Board unanimously determined that the Consortium’s offer significantly undervalues the Company and does not adequately compensate shareholders for Nielsen’s growth prospects, and following feedback from WindAcre, the Board determined that the transaction would be highly unlikely to receive shareholder approval. At the request of the Consortium, Nielsen entered into a confidentiality agreement with WindAcre, which permitted WindAcre to speak with the Consortium about the possibility of joining the Consortium. Following these discussions, WindAcre informed Nielsen and the Consortium that it had determined not to join the Consortium and that it would oppose the transaction as it views Nielsen’s intrinsic value to be significantly higher than values proposed by the Consortium.
WindAcre, which initially invested in the Company in 2013, also informed Nielsen that, if Nielsen were to accept the proposal, WindAcre intended to acquire direct ownership of sufficient shares to prevent shareholder approval of the proposed transaction.
