Nielsen announced Sunday that it has rejected a private equity consortium’s acquisition offer for $25.40 per share, which valued the ratings measurement company at about $15 billion.
Nielsen’s board unanimously determined that the offer significantly undervalues the company and does not adequately compensate shareholders for Nielsen’s growth prospects, including delivering in 2022 Nielsen ONE, “a transformative cross-media solution that will evolve the metrics underpinning the more than $100 billion video advertising ecosystem.”
The firms involved in the potential acquisition included Elliott Management Group, which had an 8% stake in Nielsen in 2018, and 13% by 2020.
WindAcre, one of Nielsen’s largest shareholders, alerted the Nielsen board that the transaction would most likely not receive shareholder approval. WindAcre, which initially invested in the company in 2013, also informed Nielsen that if it accepted the consortium’s proposal, WindAcre would seek to acquire direct ownership of sufficient shares to prevent shareholder approval of the proposed transaction.
“We continue to have strong confidence in the management team and Nielsen’s strategy to create long-term value for shareholders,” James A. Attwood, chairperson of the Nielsen board, said in a statement. “We are always open to exploring any avenue to create value for shareholders, but the Board is in agreement with WindAcre, one of our largest shareholders, that the Consortium’s proposal significantly undervalues the Company. Further reflecting our confidence in the Company, we plan to commence share repurchases, which we expect to be an important element of our ongoing balanced capital allocation strategy.”
According to the Nielsen release, its board believes that its value is in excess of current trading prices and, accordingly, previously approved a $1 billion share repurchase authorization.
“Nielsen has not repurchased any shares under this authorization, pending resolution of the proposal from the Consortium,” the company said. “With the Board’s determination not to proceed with the proposal, Nielsen intends to commence share repurchases when the Company’s trading window opens, currently anticipated to occur after first quarter 2022 earnings planned for April 21, subject to Nielsen’s prevailing stock price, market conditions, legal requirements and other factors.”
If the deal had happened, the hefty purchase price would have included Nielsen’s reported debt of over $5 billion.
Nielsen, an S&P 500 company, operates around the world in more than 55 countries and is a global leader in audience measurement, data and analytics.
