Nielsen consortium offer continues as ‘Go-Shop’ expires
May 13, 2022
Nielsen announced the end of its 45-day “go-shop” period, during which the Board considered potential alternatives to its recently announced acquisition by a consortium of private investors; and said that no proposal has been submitted.
Nielsen in March rejected an initial offer from the consortium – which is led by Evergreen Coast Capital Corporation, a subsidiary of Elliott Investment Management LP, and Brookfield Business Partners LP A week later, the consortium made an improved offer of $28 per share, all-cash, valuing the company at c. $16 billion. The deal allowed Nielsen and its advisers to actively solicit alternative acquisition proposals from third parties, and more than 30 were contacted, according to the ratings giant, but only one went so far as to sign a deal. non-disclosure with Nielsen, and this did not give rise to further proposals.
As a result – and despite opposition from lead investor, the WindAcre Partnership, which is now Nielsen’s largest shareholder with approximately 27% of the company after a recent wave of purchases, the board expects Consortium Agreement continues and declares that it will file its preliminary proxy statement. in the related shareholder vote to approve the transaction on or about May 19 – next Thursday. WindAcre said the new offering still significantly undervalues the company, which it says has “an intrinsic value well north of $40 per share.”
Nielsen Chairman James A. Attwood commented, “After a thorough effort to determine whether a higher and better offer for Nielsen could be obtained, the Board of Directors confirmed its view that the transaction with the consortium represents an attractive outcome for our shareholders by offering a cash purchase at a substantial premium, while supporting Nielsen’s commitment to our customers, employees and stakeholders. The transaction remains subject to customary approvals and other closing conditions, but if pending/satisfied, it is expected to close in the second half of 2022.