After extensive sensitization, no alternative proposal was received

NEW YORK, May 13, 2022 /PRNewswire/ — Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced the expiration of the 45-day “go-shop” period under its previously announced definitive agreement (the “Transaction Agreement”) to be acquired by a consortium (the “Consortium”) of private equity funds led by Evergreen Coast Capital Corporation, a subsidiary of Elliott Investment Management LP, and Brookfield Business Partners LP, together with partners institutional. Under the terms of the agreement, Nielsen and its representatives were authorized to solicit and consider alternative acquisition proposals from third parties until May 12, 2022.

During the “go-shop” period, Nielsen and its advisors actively solicited alternative acquisition proposals from third parties. Nielsen representatives ultimately contacted more than 30 parties, representing a mix of financial and strategic parties. Of those parties contacted, only one private equity firm has signed a nondisclosure agreement with Nielsen. When the “go-shop” period expired, no alternative proposals were submitted.

Pursuant to the transaction agreement, Nielsen expects to file its preliminary proxy statement in connection with the related shareholder vote to approve the transaction on or about May 19, 2022.

“After a thorough effort to explore whether a higher and better offer for Nielsen could be obtained, the Board confirmed its view that the transaction with the Consortium represents an attractive outcome for our shareholders by providing a cash purchase with a substantial bonus, while supporting Nielsen’s commitment to our customers, employees and stakeholders,” said James A. AttwoodChairman of the Board of Nielsen.

The transaction remains subject to Nielsen shareholder approval, regulatory approvals, works council consultation and other customary closing conditions. If closing conditions are met, the transaction is expected to close in the second half of 2022.

About Nielsen

Nielsen shapes the world’s media and content as a global leader in audience measurement, data and analytics. Through our understanding of people and their behaviors across all channels and platforms, we empower our clients with independent, actionable insights so they can connect and engage with their audience, now and in the future. .

An S&P 500 company, Nielsen (NYSE: NLSN) operates globally in more than 55 countries. Learn more at www.nielsen.com or www.nielsen.com/investors and connect with us on Instagram, Facebook, Twitter, LinkedIn.

Forward-looking statements

This communication contains information that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such statements include those set forth above with respect to the proposed transaction as well as those which may be identified by words such as ‘will’, ‘intends’, ‘expects’, ‘anticipates’, ‘should’, ‘could’ and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what is currently expected, including with respect to the proposed transaction and Nielsen ONE. Factors leading to this may include, but are not limited to, risks associated with Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, uncertainties related to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy to achieve Nielsen’s objectives, economic or other conditions in the markets in which Nielsen operates, the impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen’s business, the timing, receipt and terms and conditions of all governmental and regulatory approvals required for the transaction proposed transaction that could reduce the anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstance that may give rise to the termination of the transaction agreement entered into under the proposed transaction (the “Agreement”), the possibility that Nielsen shareholders will not approve the transaction proposed, the risk that the parties to the agreement may not be able to meet the terms of the transaction offer in a timely manner or at all, risks relating to disruption of management time of ongoing business transactions in reason for the proposed transaction, the risk that any announcement relating to the proposed transaction could adversely affect the market price of Nielsen common stock, the risk of unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation related to the proposed transaction, the risk that the proposed transaction and its announcement could adversely affect Nielsen’s ability to retain customers and to retain and hire key personnel and maintain relationships with customers, suppliers, employees , shareholders and other business relationships and on its results of operations and business generally, the risk that the proposed pending transaction could distract Nielsen’s management, and other specific risk factors that are described in Nielsen’s disclosure documents and materials, which you can find at http://www.nielsen.com/investors, such as its reports 10-K, 10-Q and 8-K which have been filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. These forward-looking statements speak only as of the date of these materials, and Nielsen undertakes no obligation to update any written or oral forward-looking statements made by or on behalf of Nielsen as a result of new information, future events or other factors, except as required by law.

Additional information and where to find it

This communication relates to the proposed transaction involving Nielsen. In connection with the proposed transaction, Nielsen will file relevant documents with the United States Securities and Exchange Commission (the “SEC”), including Nielsen’s proxy statement on Schedule 14A (the “Proxy Statement “). This communication is not a substitute for the proxy statement or any other document that Nielsen may file with the SEC and send to its shareholders in connection with the proposed transaction. The proposed transaction will be submitted to Nielsen shareholders for consideration. Before making any voting decision, Nielsen stockholders are urged to read all relevant documents filed or to be filed with the SEC, including the proxy statement, and any amendments or supplements thereto, where they will be available because they will contain important information. on the proposed transaction.

Nielsen stockholders will be able to obtain a free copy of the proxy statement, as well as other documents containing information about Nielsen, at no cost, at the SEC’s website (www.sec.gov). Copies of the proxy statement and the documents filed with the SEC which will be incorporated by reference therein may also be obtained, free of charge, by directing a request to Nielsen Holdings plc, 675 6th Avenue New York, NY 10010, Attention: Investor Relations; telephone (410) 717-7134, or from the Nielsen website www.nielsen.com.

Participants in the solicitation

Nielsen and certain of its directors, officers and employees may be considered participants in the solicitation of proxies with respect to the proposed transaction. Information regarding Nielsen’s directors and officers is available in Nielsen’s definitive proxy statement for its 2022 annual general meeting, which was filed with the SEC on April 5, 2022. Further information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by holding securities or otherwise, will be contained in the proxy statement and other relevant documents to be filed with from the SEC in connection with the proposed transaction as they become available. Free copies of the proxy statement and such other materials may be obtained as described in the preceding paragraph.

Investor Relations: Sara Gubins+1 646 283 7571; [email protected]
Media Relations: Connie Kim+1 240 274 ​​9999; [email protected]

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SOURCE Nielsen Holdings plc

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