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 investment funds led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P., together with institutional partners. Under the terms of the agreement, Nielsen and its representatives were permitted 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 over 30 parties, representing a mix of financial and strategic parties. Of such contacted parties, only one private equity firm executed a non-disclosure agreement with Nielsen. As of expiration of the “go-shop” period, no alternative proposals were submitted.
Consistent with the Transaction Agreement, Nielsen expects to file its preliminary proxy statement in connection with the related shareholder vote to approve the transaction on or around May 19, 2022.
“After a thorough effort aimed at exploring whether a higher and better offer for Nielsen could be obtained, the Board has confirmed its view that the transaction with the Consortium represents an attractive outcome for our shareholders by providing a cash purchase at a substantial premium, while supporting Nielsen’s commitment to our clients, employees and stakeholders,” said James A. Attwood, Chairperson of Nielsen’s Board of Directors.
The transaction remains subject to approval by Nielsen shareholders, regulatory approvals, consultation with the works council, and other customary closing conditions. If the closing conditions are met, the transaction is expected to close in the second half of 2022.