After Thorough Outreach, No Alternative Proposals
Received
NEW
YORK, May 13, 2022 /PRNewswire/ -- Nielsen
Holdings plc (NYSE: NLSN) ("Nielsen") today announced the
expiration of the 45-day "go-shop" period under its previously
announced definitive agreement (the "Transaction Agreement") to be
acquired by a consortium (the "Consortium") of private investment
funds led by Evergreen Coast Capital Corporation, an affiliate of
Elliott Investment Management L.P., and Brookfield Business
Partners L.P., together with institutional partners. Under the
terms of the agreement, Nielsen and its representatives were
permitted to solicit and consider alternative acquisition proposals
from third parties until May 12,
2022.
During the "go-shop" period, Nielsen and its advisors
actively solicited alternative acquisition proposals from third
parties. Nielsen representatives ultimately contacted over 30
parties, representing a mix of financial and strategic parties. Of
such contacted parties, only one private equity firm executed a
non-disclosure agreement with Nielsen. As of expiration of
the "go-shop" period, no alternative proposals were
submitted.
Consistent with the Transaction Agreement, Nielsen expects to
file its preliminary proxy statement in connection with the related
shareholder vote to approve the transaction on or around
May 19, 2022.
"After a thorough effort aimed at exploring whether a higher and
better offer for Nielsen could be obtained, the Board has confirmed
its view that the transaction with the Consortium represents an
attractive outcome for our shareholders by providing a cash
purchase at a substantial premium, while supporting Nielsen's
commitment to our clients, employees and stakeholders," said
James A. Attwood, Chairperson of
Nielsen's Board of Directors.
The transaction remains subject to approval by Nielsen
shareholders, regulatory approvals, consultation with the works
council, and other customary closing conditions. If the closing
conditions are met, the transaction is expected to close in the
second half of 2022.
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 Instagram,
Facebook, Twitter, LinkedIn.
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
possibility that Nielsen shareholders may not approve the proposed
transaction, 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. 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.
Additional Information and Where to Find It
This communication relates to the proposed transaction involving
Nielsen. In connection with the proposed transaction, Nielsen will
file relevant materials with the U.S. Securities and Exchange
Commission (the "SEC"), including Nielsen's proxy statement on
Schedule 14A (the "Proxy Statement"). This communication is not a
substitute for the Proxy Statement or for any other document that
Nielsen may file with the SEC and send to its shareholders in
connection with the proposed transaction. The proposed transaction
will be submitted to Nielsen's shareholders for their
consideration. Before making any voting decision, Nielsen's
shareholders are urged to read all relevant documents filed or to
be filed with the SEC, including the Proxy Statement, as well as
any amendments or supplements to those documents, when they become
available because they will contain important information about the
proposed transaction.
Nielsen's shareholders will be able to obtain a free copy of the
Proxy Statement, as well as other filings containing information
about Nielsen, without charge, at the SEC's website (www.sec.gov).
Copies of the Proxy Statement and the filings with the SEC that
will be incorporated by reference therein can also be obtained,
without charge, by directing a request to Nielsen Holdings plc, 675
6th Avenue New York, NY 10010,
Attention: Investor Relations; telephone (410) 717-7134, or from
Nielsen's website www.nielsen.com.
Participants in the Solicitation
Nielsen and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Nielsen's directors and executive officers is available
in Nielsen's definitive proxy statement for its 2022 Annual General
Meeting, which was filed with the SEC on April 5, 2022. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the Proxy Statement and other
relevant materials to be filed with the SEC in connection with the
proposed transaction when they become available. Free copies of the
Proxy Statement and such other materials may be obtained as
described in the preceding paragraph.
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