NEW
YORK, Aug. 9, 2022 /PRNewswire/ -- Nielsen
Holdings plc (NYSE: NLSN) today announced that the court meeting
and the special meeting of its shareholders ("the Meetings") due to
be held today have been postponed. The purpose of the Meetings was
to consider and vote on proposals to give effect to the transaction
contemplated by the previously announced definitive agreement for
the Company to be acquired by a private equity consortium (the
"Consortium") composed of Evergreen Coast Capital Corp., an
affiliate of Elliott Investment Management L.P., and Brookfield
Business Partners L.P. together with other institutional partners
(collectively "Brookfield"). The
Meetings have been postponed to allow the Consortium to seek to
finalize a preliminary agreement with The WindAcre Partnership LLC
("WindAcre"), the beneficial owner of approximately 27% of
Nielsen's ordinary shares.
Under the preliminary agreement, WindAcre would join the
Consortium with respect to a portion of its shares and would
receive $28 per share – the same
price to be paid to all other shareholders – for its remaining
shares. Although there can be no assurance that the preliminary
agreement will be finalized, assuming it is finalized, the Company
will supplement its proxy statement to reflect the terms of the
agreement between the Consortium and WindAcre and will present the
transaction to shareholders for approval as expeditiously as
possible.
Nielsen and the Consortium remain bound by the terms of the
definitive agreement to give effect to the proposed transaction,
and Nielsen's Board of Directors has made no change to its
recommendation that its shareholders vote in favor of all of the
proposals at the meetings to approve and give effect to the
proposed transaction.
Advisors
J.P. Morgan and Allen & Company LLC are acting as lead
financial advisors to Nielsen. PJT Partners is also acting as an
advisor to Nielsen, and Wachtell, Lipton, Rosen & Katz,
Clifford Chance LLP, DLA Piper, and Baker McKenzie are serving as
legal advisors to Nielsen. Gibson, Dunn & Crutcher LLP and
Herbert Smith Freehills LLP are serving as legal advisors to
Evergreen and the Consortium, and Davis
Polk & Wardwell LLP is acting as legal advisor to
Brookfield. BofA Securities,
Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Securities (USA) Inc., and Citi are serving as financial
advisors to Evergreen and Brookfield.
About Elliott and Evergreen
Elliott Investment Management L.P. manages approximately
$55.7 billion of assets as of
June 30, 2022. Its flagship fund,
Elliott Associates, L.P., was founded in 1977, making it one of the
oldest funds under continuous management. The Elliott funds'
investors include pension plans, sovereign wealth funds,
endowments, foundations, funds-of-funds, high net worth individuals
and families, and employees of the firm. Evergreen Coast Capital
Corp. is Elliott's Menlo Park
affiliate, which focuses on technology investing.
About Brookfield Business Partners
Brookfield Business Partners is a global business services and
industrials company focused on owning and operating high-quality
businesses that provide essential products and services and benefit
from a strong competitive position. Investors have flexibility to
invest in our company either through Brookfield Business
Corporation (NYSE, TSX:BBUC), a corporation, or Brookfield Business
Partners L.P. (NYSE: BBU; TSX:BBU.UN), a limited partnership. For
more information, please visit https://bbu.brookfield.com.
Brookfield Business Partners is the flagship listed vehicle of
Brookfield Asset Management's Private Equity Group. Brookfield
Asset Management is a leading global alternative asset manager with
over $750 billion of assets under
management. More information is available at
www.brookfield.com.
Forward-Looking Statements
This communication includes information that could constitute
forward-looking statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995.
These statements include those set forth above relating to the
proposed transaction as well as those that may be identified by
words such as "will," "intend," "expect," "anticipate," "should,"
"could" and similar expressions. These statements are subject to
risks and uncertainties, and actual results and events could differ
materially from what presently is expected, including regarding the
proposed transaction and Nielsen ONE. Factors leading thereto may
include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on
the global economy and financial markets, the uncertainties
relating to the impact of the Ukraine conflict or the COVID-19 pandemic on
Nielsen's business, the failure of Nielsen's new business strategy
in accomplishing Nielsen's objectives, economic or other conditions
in the markets Nielsen is engaged in, 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 any required governmental and regulatory approvals of
the proposed transaction that could reduce anticipated benefits or
cause the parties to abandon the proposed transaction, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement entered
into pursuant to the proposed transaction (the "Agreement"), the
possibility that Nielsen shareholders may not approve the proposed
transaction, the risk that the parties to the Agreement may not be
able to satisfy the conditions to the proposed transaction in a
timely manner or at all, risks related to disruption of management
time from ongoing business operations due to the proposed
transaction, the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of Nielsen's ordinary shares, the risk of any unexpected costs or
expenses resulting from the proposed transaction, the risk of any
litigation relating to the proposed transaction, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Nielsen to retain customers and retain and
hire key personnel and maintain relationships with customers,
suppliers, employees, shareholders and other business relationships
and on its operating results and business generally, the risk the
pending proposed transaction could distract management of Nielsen,
and other specific risk factors that are outlined in Nielsen's
disclosure filings and materials, which you can find on
http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K
reports that have been filed with the Securities and Exchange
Commission (the "SEC"). Please consult these documents for a more
complete understanding of these risks and uncertainties. This list
of factors is not intended to be exhaustive. Such forward-looking
statements only speak as of the date of these materials, and
Nielsen assumes no obligation to update any written or oral
forward-looking statement made by Nielsen or on its behalf 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 materials with the SEC, including Nielsen's
definitive proxy statement on Schedule 14A filed on July 8, 2022 (the "Proxy Statement"). This
communication is not a substitute for the Proxy Statement or for
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's shareholders
for their consideration. Before making any voting decision,
Nielsen's shareholders are urged to read all relevant documents
filed or to be filed with the SEC, including the Proxy Statement,
as well as any amendments or supplements to those documents, when
they become available because they will contain important
information about the proposed transaction.
Nielsen's shareholders are able to obtain a free copy of the
Proxy Statement, as well as other filings containing information
about Nielsen, without charge, at the SEC's website (www.sec.gov).
Copies of the Proxy Statement and the filings with the SEC that
will be incorporated by reference therein can also be obtained,
without 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
Nielsen's website www.nielsen.com.
Participants in the Solicitation
Nielsen and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Nielsen's directors and executive 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. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the Proxy Statement and other relevant materials
to be filed with the SEC in connection with the proposed
transaction when they become available. Free copies of the Proxy
Statement and such other materials may be obtained as described in
the preceding paragraph.
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 and actionable
intelligence so they can connect and engage with their
audiences—now and into the future.
An S&P 500 company, Nielsen (NYSE: NLSN) operates around the
world 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.
Investor Relations: Sara
Gubins, +1 646 283 7571;
sara.gubins@nielsen.com
Media Relations: Connie Kim, +1 240 274 9999;
connie.kim@nielsen.com
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SOURCE Nielsen Holdings plc