Nielsen has announced it has entered into a definitive agreement to be acquired by a private equity consortium led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P. together with institutional partners for $28 per share in an all-cash transaction valued at approximately $16 billion, including the assumption of debt.
The Nielsen Board of Directors voted unanimously to support the acquisition proposal, which represents a 10% premium over the Consortium’s previous proposal and a 60% premium over Nielsen’s unaffected stock price as of March 11, 2022, the last trading day before market speculation regarding a potential transaction. The Board reached this determination following a comprehensive review of the proposal, with the assistance of its independent financial and legal advisors.
“After a thorough assessment, the Board determined that this transaction represents an attractive outcome for our shareholders by providing a cash takeout at a substantial premium, while supporting Nielsen’s commitment to our clients, employees and stakeholders. The Consortium sees the full potential of Nielsen’s leadership position in the media industry and the unique value we deliver for our clients worldwide,” said James A. Attwood, Chairperson of Nielsen’s Board of Directors.
The transaction is subject to approval by Nielsen shareholders, regulatory approvals, consultation with the works council and other customary closing conditions. The transaction will also be subject to UK court approval pursuant to a scheme of arrangement. Alternatively, pursuant to the agreement, the parties may elect instead to complete the transaction pursuant to an agreed-upon tender offer. If the closing conditions are met, the transaction is expected to close in the second half of 2022.
