Nielsen Agrees To Be Acquired By Evergreen- And Brookfield-Led Consortium In $16 Bln Deal

(RTTNews) - New York-based data analysis firm Nielsen Holdings plc (NLSN) agreed to be acquired by a private equity consortium led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P. for $28 per share in an all-cash transaction valued at about $16 billion, including the assumption of debt.

In Tuesday pre-market trade, NLSN was trading at $26.87 up $4.66 or 20.98%.

Nielsen said that its board voted to support the acquisition proposal, which represents a 10% premium over the Consortium's previous proposal and a 60% premium over Nielsen's unaffected stock price as of March 11, 2022, the last trading day before market speculation regarding a potential transaction.

The transaction agreement provides for a "go-shop" period, during which Nielsen will actively solicit, evaluate and potentially enter into negotiations with parties that offer alternative acquisition proposals. The go-shop period expires 45 days after Nielsen's entry into the transaction agreement.

A competing bidder who makes a superior proposal would bear a $102 million termination fee that is payable by Nielsen if Nielsen terminates the transaction agreement with the Consortium to accept such superior proposal.

The Consortium has secured fully committed debt and equity financing, including an approximately $5.7 billion equity commitment from the Consortium consisting of Evergreen and Brookfield. There are no financing conditions to the closing of the transaction.

The transaction is expected to close in the second half of 2022.

Nielsen said it no longer intends to commence share repurchases under the Board's previously approved authorization.

Nielsen said last week that it rejected acquisition offer from Elliott Management Corp. for $9 billion. The offer valued Nielsen at $25.40 per share, which was deemed to be too low by WindAcre Partnership LLC, the largest shareholder of the company.