Nielsen Board Rejects Buyout Bid

Nielsen Holdings plc today announced that its Board of Directors has determined not to proceed with an unsolicited acquisition proposal from a private equity consortium ("Consortium") that valued the Company at $25.40 per share.

 

The Board reached this determination based on its comprehensive review of the proposal, with the assistance of its independent financial and legal advisors, and discussions with The WindAcre Partnership LLC under a confidentiality agreement. Nielsen also announced its intention to commence share repurchases under its previously approved $1 billion share repurchase authorization when the Company's trading window opens.

Nielsen's Board unanimously determined that the Consortium's offer significantly undervalues the Company and does not adequately compensate shareholders for Nielsen's growth prospects. As Nielsen's 2021 financial results demonstrate, the Company is achieving strong revenue growth while making significant progress in new product development and MRC reaccreditation. The Company also remains on track to deliver Nielsen ONE – a transformative cross-media solution that will evolve the metrics underpinning the more than $100 billion video advertising ecosystem – in 2022. With growing relevance as audiences shift to streaming, the Company is well positioned within the media ecosystem for long-term success and value creation.

Additionally, following feedback from WindAcre, one of Nielsen's largest shareholders, the Board determined that the transaction would be highly unlikely to receive shareholder approval. At the request of the Consortium, Nielsen entered into a confidentiality agreement with WindAcre. The confidentiality agreement permitted WindAcre to speak with the Consortium about the possibility of joining the Consortium. Following these discussions, WindAcre informed Nielsen and the Consortium that it had determined not to join the Consortium and that it would oppose the transaction as it views Nielsen's intrinsic value to be significantly higher than values proposed by the Consortium.

WindAcre, which initially invested in the Company in 2013, also informed Nielsen that, if Nielsen were to accept the proposal, WindAcre intended to acquire direct ownership of sufficient shares to prevent shareholder approval of the proposed transaction. As disclosed in WindAcre's Schedule 13D filed with the SEC on March 14, 2022, WindAcre has economic exposure to Nielsen through total return swaps with respect to approximately 51,914,900 shares, or 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, with members of the Consortium not eligible to vote their shares.

Variety reports TV networks and their owners have grown disenchanted with Nielsen’s ability to count viewers who may watch their favorite programs via digital means, on mobile screens on through streaming video. Nielsen has lost industry accreditation for its national TV ratings service, and is working on a new measurement methodology that would tabulate unduplicated cross-stream viewership, but it will not be rolled out in full for several months. Meanwhile, many of the media companies, including NBCUniversal, WarnerMedia and others have struck pacts with new measurement vendors to create so-called “alternate currencies” in time for the industry’s next “upfront” ad-sales market.

Nielsen has confidence its current efforts to win back accreditation are on track, along with a retooling of its audience-measurement technology it believes will come online this year. Nielsen has already struck a testing alliance with entities such as Walt Disney Co. and Interpublic Group, and has begun to make available new data analyzing unduplicated audiences who watch their favorite programming across linear and digital venues. The challenge to that effort comes from the networks who have begun to create their own audience-measurement efforts using rivals such as iSpot, ComScore and VideoAmp, in hopes that advertisers will start moving some portion of their media buys to be graded by their alternatives.