The group, led by activist investor Elliott Investment Management LP, persuaded Nielsen’s board to agree to a $ 28 per share offer for its listed shares on the New York Stock Exchange after rejecting a previous offer. Nielsen, which traded at $ 17.51 a share on March 11, said on March 20 that it had turned down a bid of $ 25.40 a share. The consortium will owe Nielsen just over $ 5.8 billion, leading Nielsen to classify the deal as a $ 16 billion deal. Part of the Brookfield deal will be through Brookfield Business Partners LP, which trades separately from the parent company on the Toronto and New York stock exchanges. Brookfield says it will allocate $ 600 million of its own money to the deal and bring in other unnamed institutional partners to buy a total of $ 2.5 billion in preferred equity in Nielsen’s new structure. This preferred share capital will be convertible into 45 per cent of Nielsen’s shares after the transaction. Brookfield “will be actively involved in the management of the company,” it said in a statement. While many know Nielsen for its TV ratings, the company has grown into audience metrics and other data and analytics across multiple platforms in 55 countries. It had revenue of $ 3.5 billion last year. Dave Gregory, CEO of Brookfield Business Partners, said in a statement that Nielsen is “a market-leading company that is deeply embedded in the media ecosystem as a reliable service provider to its customers.” “Nielsen is well positioned to lead the industry to the next generation of audience measurement across all channels and platforms.” When Nielsen turned down the lowest bid earlier this month, it said WindAcre Partnership LLC, which owns 9.6 percent of the company, told it it was opposed to the deal and would acquire additional shares to block approval. of the shareholders of the proposed transaction. Windacre, Nielsen said, refused to join the Elliott-Brookfield consortium. Nielsen said WindAcre’s March 14 ownership announcements indicated that the investor had a financial exposure of 51,914,900 Nielsen shares, or 14.44 percent of Nielsen, through a total return on returns. This is in addition to 9.6 percent of its common property. Under UK law, the acquisition requires the approval of at least 75 per cent of the value of the shares voting in the transaction. While Nielsen is headquartered in New York, it is registered as a UK company. The deal provides for a 45-day go-shop period, during which Nielsen will actively seek, evaluate and possibly start negotiations with parties offering alternative proposals, Nielsen said. After the end of the period, Nielsen will be allowed to continue discussions with any person or group who submitted a proposal during the 45-day period, if the Nielsen board deems that the proposal is superior to this transaction. Any competing bidder would pay the $ 102 million termination fee owed to the Elliott-Brookfield consortium if it backed down. Your time is precious. Have the Top Business Headlines newsletter with convenient delivery to your inbox in the morning or evening. Register today.
