Nielsen rejects private equity consortium acquisition proposal

Monday, March 21st, 2022 
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Nielsen Board Discloses Proposal From Consortium To Acquire Company; Rejects Proposal Following Extensive Review And Shareholder Opposition

  • Nielsen Board remains highly confident in the Company’s standalone prospects
  • Large shareholder WindAcre informed Nielsen and the Consortium of its ability and intention to acquire a blocking position to prevent shareholder approval of proposed transaction
  • Nielsen intends to commence share repurchases when the Company’s trading window opens

NEW YORK — Nielsen Holdings plc (NYSE: NLSN, “Nielsen” or the “Company”) today announced that its Board of Directors (“Board”) has determined not to proceed with an unsolicited acquisition proposal from a private equity consortium (“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 (“WindAcre”) 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. As Nielsen’s 2021 financial results demonstrate, the Company is achieving strong revenue growth while making significant progress in new product development and MRC reaccreditation. The Company also remains on track to deliver Nielsen ONE – a transformative cross-media solution that will evolve the metrics underpinning the more than $100 billion video advertising ecosystem – in 2022. With growing relevance as audiences shift to streaming, the Company is well positioned within the media ecosystem for long-term success and value creation.

Additionally, following feedback from WindAcre, one of Nielsen’s largest shareholders, 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. The confidentiality agreement 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. As disclosed in WindAcre’s Schedule 13D filed with the SEC on March 14, 2022, WindAcre has economic exposure to Nielsen through total return swaps with respect to approximately 51,914,900 shares, or 14.44% of Nielsen’s ordinary shares, in addition to its 9.61% common ownership. Under UK law, a scheme of arrangement requires approval of at least 75% in value of the shares voting on the transaction, with members of the Consortium not eligible to vote their shares.

Share Repurchases

The Nielsen Board believes that the value of Nielsen is well in excess of current trading prices and, accordingly, previously approved a $1 billion share repurchase authorization. Nielsen has not repurchased any shares under this authorization, pending resolution of the proposal from the Consortium. With the Board’s determination not to proceed with the proposal, Nielsen intends to commence share repurchases when the Company’s trading window opens, currently anticipated to occur after first quarter 2022 earnings planned for April 21, subject to Nielsen’s prevailing stock price, market conditions, legal requirements and other factors.

Chairperson Commentary

“We continue to have strong confidence in the management team and Nielsen’s strategy to create long-term value for shareholders,” said James A. Attwood, Chairperson of the Board. “We are always open to exploring any avenue to create value for shareholders, but the Board is in agreement with WindAcre, one of our largest shareholders, that the Consortium’s proposal significantly undervalues the Company. Further reflecting our confidence in the Company, we plan to commence share repurchases, which we expect to be an important element of our ongoing balanced capital allocation strategy.”

Links: Nielsen; WindAcre