VNU and ACNielsen Sign $2.3 Billion Merger
VNU and ACNielsen Sign $2.3 Billion Merger
ACNielsen Shareholders to Receive $36.75 Per Share in Cash
Transaction Will Create Global
In Marketing and Media Information Services
STAMFORD, Conn., December 20, 2000 – ACNielsen
Corporation (NYSE: ART) today announced that it has entered
into a definitive merger agreement under which VNU N.V. will
acquire all of the common stock of ACNielsen for $36.75 per
share in cash. The aggregate value of the transaction will
be approximately $2.3 billion.
Terms of the Transaction
The definitive agreement provides for a cash
tender offer by a wholly-owned subsidiary of VNU for all of
the outstanding shares of ACNielsen common stock at a price
of $36.75 per share. The tender offer is subject to a
minimum tender condition of a majority of the fully diluted
ACNielsen common shares being validly tendered and not
withdrawn. The tender offer will be subject to the
satisfaction of certain other conditions specified in the
tender offer materials. It is expected that the offer will
be consummated in the first quarter of 2001.
Following the completion of the tender offer, VNU will consummate a second-step merger in which the remaining ACNielsen shares will be exchanged for the same cash consideration. The merger is subject to customary conditions. The boards of directors of both companies have approved the transaction.
Evercore Partners Inc. acted as
financial advisor to ACNielsen and provided a fairness
opinion to the Board of Directors. Simpson Thacher &
Bartlett acted as legal advisor to ACNielsen. Merrill Lynch
& Co. acted as financial advisor to VNU and Shearman &
Sterling acted as legal advisor to VNU.
Transaction Creates Enhanced Value
Nicholas L. Trivisonno, chairman
and chief executive of ACNielsen, said, “We are pleased by
the terms of this agreement, which affirms our commitment to
deliver value to shareholders of ACNielsen. At the same
time, by joining forces with VNU, we will create global
leadership in marketing and media information services. Our
clients will benefit from the scope of products and services
offered by the merged companies, allowing us even greater
opportunity to meet their changing needs and help them solve
their business problems in today’s dynamic
ACNielsen said it is on track to deliver full-year 2000 earnings that are in line with the current First Call consensus estimate of $1.40 per diluted share. The consensus is based on the average of seven analyst estimates, each of which excludes charges for Operation Leading Edge, the company’s accelerated growth plan.
As a result of today’s announcement, the two “Nielsens” will be reunited under the same corporate roof. ACNielsen and Nielsen Media Research were originally part of the company founded by Arthur C. Nielsen and were spun off separately in 1996 in a restructuring of their then-parent company, Dun & Bradstreet. VNU acquired Nielsen Media Research in November 1999.
Headquartered in the Netherlands, VNU is one of the world’s leading media and information companies and has leading market positions in marketing and media information, directories and consumer information, as well as educational information. Worldwide, VNU employs approximately 16,000 people and has annual revenue of more than $2.8 billion (1999).
ACNielsen, with 21,000 employees and annual revenues of over $1.5 billion, is the world’s leading market research firm, offering measurement and analysis of marketplace dynamics, consumer attitudes and behaviour, and new and traditional media in more than 100 countries. ACNielsen’s clients include leading consumer product manufacturers and retailers, service firms, media and entertainment companies and the Internet community.
Conference Call Webcast
VNU and ACNielsen will hold a conference call with investors to discuss the transaction at 11:00 a.m. (EST), on Monday, December 18, 2000. This VNU conference call will be webcast live at www.vnu.com.
ACNielsen shareholders are advised to read the tender offer statement regarding the acquisition of ACNielsen referenced in this press release, which will be filed by VNU and its wholly-owned subsidiary, Artist Acquisition, Inc. with the Securities and Exchange Commission. The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) will contain important information which should be read carefully before any decision is made with respect to the offer. These documents will be made available to all shareholders of ACNielsen at no expense to them. These documents will be available at no charge at the SEC’s web site at www.sec.gov.
Forward-Looking Statements Certain
statements contained herein are forward looking. These may
be identified by the use of forward-looking words or
phrases, such as "anticipate," "believe," "expect,"
"designed," "intend," "could," "should," "planned,"
"estimated," "potential," "target,” “aim,” "objective" and
"goal," among others. In connection with the “safe harbor”
provisions of the Private Securities Litigation Reform Act
of 1995, the Company is hereby identifying important factors
that could cause actual results to differ materially from
those contained in forward-looking statements made by or on
behalf of the Company. Any such statement is qualified by
reference to the following cautionary statement. Risks and
uncertainties that may affect the operations, performance,
development and results of the Company's business include:
(i) the availability of retail sources that are willing to
sell data to the Company at prices acceptable to the
Company; (ii) changes in general economic or competitive
conditions which impact the Company’s clients’ demand for
the Company’s services; (iii) significant price and service
competition; (iv) rapid technological developments in the
collection, manipulation and delivery of information; (v)
the Company's ability to complete the implementation of its
Euro plans on a timely basis; (vi) the likely incurrence of
significant losses by ACNielsen eRatings.com while its
business is being developed, the difficulty of forecasting
its future revenues and costs and uncertainties associated
with the international development of an Internet ratings
service; (vii) the Company's ability to successfully
implement Operation Leading Edge (its announced plan to
enhance its products and services, address changing client
needs, improve efficiency and reduce its cost structure) and
to achieve the estimated levels of revenue and profit growth
therefrom; (viii) the impact of foreign exchange rate
fluctuations since so much of the Company’s earnings are
generated abroad; (ix) the degree of acceptance of new
product introductions; (x) the uncertainties of litigation,
including the IRI lawsuit; (xi) uncertainties regarding
completion of the VNU acquisition, as well as other risks
and uncertainties detailed from time to time in the
Company’s Securities and Exchange Commission filings.
Developments in any of the areas referred to above could
cause the Company’s results to differ from results that have
been or may be projected by or on behalf of the Company.
The Company cautions that the foregoing list of important
factors is not exclusive. The Company does not undertake to
update any forward-looking statement that may be made from
time to time by or on behalf of the Company.
Note to Editors: Look for this press release and further information about ACNielsen at www.acnielsen.com and further information about VNU at www.vnu.com.