NEWS21 March 2022

Nielsen board rejects takeover bid

M&A News North America

US – Nielsen’s board of directors has rejected an offer to buy the company from a private equity consortium.

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The board said that the offer, which valued Nielsen at $25.40 per share, was not proceeded with as it significantly undervalued the company and did not adequately compensate shareholders for Nielsen’s growth prospects.

One of Nielsen’s largest shareholders, WindAcre, which has invested in Nielsen since 2013, rejected the possibility of joining the consortium after initially entering into a confidentiality agreement.

After discussions with the consortium, WindAcre told Nielsen and the consortium that it would not be joining the takeover and would oppose the transaction, intending to acquire direct ownership of sufficient shares to prevent shareholder approval if necessary.

Nielsen’s board therefore determined that the takeover would not be successful.

WindAcre has 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.

Nielsen has also announced its intention to commence share repurchases under its previously approved $1bn share repurchase authorisation when its trading window opens in April.

James Attwood, chairperson of the board at Nielsen, said: “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.”

@RESEARCH LIVE

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