Allen & Company relied, at Nielsen’s direction, upon the
assessments of the management of Nielsen as to, among other things,
(i) the potential impact on Nielsen of certain market,
competitive, macroeconomic, seasonal, cyclical and other
conditions, trends and developments in and prospects for, and
governmental, regulatory and legislative policies and matters
relating to or otherwise affecting, the media and content industry
and the geographic regions in which Nielsen operates, (ii) the
technologies and intellectual property (including associated risks)
utilized in Nielsen’s business, (iii) implications for Nielsen
and its operations of the global COVID-19 pandemic, and
(iv) existing and future agreements and arrangements
involving, and the ability to attract, retain and/or replace, key
customers, employees, third-party providers and data suppliers,
partners and other commercial relationships of Nielsen. With
Nielsen’s consent, Allen & Company assumed that there
would be no developments with respect to any such matters or any
alternative transaction structures for effecting the Acquisition as
permitted under the Transaction Agreement that would have an
adverse effect on Nielsen or the Acquisition or that otherwise
would be meaningful in any respect to its analyses or opinion.
Further, Allen & Company’s opinion was necessarily based
on economic, monetary, market and other conditions as in effect on,
and the information made available to Allen & Company as
of, the date of its opinion. It should be understood that
subsequent developments may affect the conclusion expressed in
Allen & Company’s opinion and that Allen &
Company assumed no responsibility for advising any person of any
change in any matter affecting Allen & Company’s opinion
or for updating or revising its opinion based on circumstances or
events occurring after the date of such opinion. As the Board was
aware, the credit, financial and stock markets, the industry in
which Nielsen operates and the securities of Nielsen have
experienced and may continue to experience volatility and
Allen & Company expressed no opinion or view as to any
potential effects of such volatility on Nielsen or the
Acquisition.
Allen & Company assumed, with Nielsen’s consent, that the
Acquisition would be consummated in accordance with its terms and
in compliance with all applicable laws, documents and other
requirements, without waiver, modification or amendment of any
material term, condition or agreement, and that, in the course of
obtaining the necessary governmental, regulatory or third party
approvals, consents, releases, waivers, decrees and agreements for
the Acquisition, no delay, limitation, restriction or condition,
including any divestiture or other requirements or remedies,
amendments or modifications, would be imposed or occur that would
have an adverse effect on Nielsen or the Acquisition or that
otherwise would be meaningful in any respect to Allen &
Company’s analyses or opinion. In addition, Allen &
Company assumed, with Nielsen’s consent, that the final executed
Transaction Agreement would not differ from the draft reviewed by
Allen & Company in any respect meaningful to its analyses
or opinion.
Allen & Company’s opinion was limited to the fairness,
from a financial point of view and as of the date of such opinion,
of the Offer Consideration (to the extent expressly specified in
such opinion), without regard to individual circumstances of
holders of Nielsen ordinary shares (whether by virtue of control,
voting, liquidity, contractual arrangements or otherwise) that may
distinguish such holders or the securities of Nielsen held by such
holders, and Allen & Company’s opinion did not in any way
address proportionate allocation or relative fairness.
Allen & Company’s opinion also did not address any other
terms, aspects or implications of the Acquisition, including,
without limitation, the form or structure of the Acquisition, any
guaranty, debt repayment or similar transaction, or other
agreements, arrangements or understandings entered into in
connection with, related to or contemplated by the Acquisition or
otherwise. Allen & Company expressed no opinion or view as
to the fairness, financial or otherwise, of the amount, nature or
any other aspect of any compensation or other consideration payable
to any officers, directors or employees of any party to the
Acquisition or any related entities, or any class of such persons
or any other party, relative to the Offer Consideration or
otherwise. Allen & Company did not express any opinion or
view as to the prices at which Nielsen ordinary shares or any other
securities of Nielsen may trade or otherwise be transferable at any
time, including following announcement or consummation of the
Acquisition. In addition, Allen & Company expressed no
opinion or view with respect to accounting, tax, regulatory, legal
or similar matters, including, without limitation, as to tax or
other consequences of the Acquisition or otherwise or changes in,
or the impact of, accounting standards, tax and other laws,
regulations and governmental and legislative policies affecting
Nielsen or the Acquisition, and Allen & Company
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