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PRESS RELEASE
Date December 18, 2000
VNU ENTERS INTO AGREEMENT TO ACQUIRE ACNIELSEN
HIGHLIGHTS
- VNU has entered into a definitive merger agreement with
ACNielsen, under which VNU will acquire ACNielsen in an all
cash transaction for USD 36.75 per share, representing an
offer value and transaction value of USD 2.3 billion (EUR 2.6
billion).
- Acquisition reunites ACNielsen's brand and provides
'must-have' information to consumer product companies.
ACNielsen is an excellent fit with VNU's marketing and media
information businesses and will be complementary to VNU's
consumer goods, television, Internet and entertainment
segments.
- ACNielsen is a leader in worldwide fast moving consumer goods
information, and serves the information needs of large
multinational clients on six continents. ACNielsen's sales
data combined with VNU's marketing data will provide one-stop
worldwide marketing support.
- ACNielsen is a leading source of television audience
measurement in many countries outside the United States,
similar to VNU's Nielsen Media Research business in the United
States and Canada.
- ACNielsen eRatings.com business is a leader in international
Internet ratings (excluding North America), complementing
VNU's majority interest in NetRatings.
- VNU intends to fund the acquisition through an interim bank
facility. In addition, VNU plans to explore the sale of its
Consumer and its Educational Information Groups. Moreover, an
equity issue in the order of EUR 500 million will be
considered.
- For the twelve month period ended September 30, 2000,
ACNielsen had revenues of USD 1,574 million and EBITDA of USD
234 million (excluding special charges and eRatings investment
spending).
- The combined transactions, including the possible sale of the
Consumer and Educational Information businesses, are expected
to increase 2001 earnings per share before goodwill
amortization and extraordinary items ('cash EPS') by at least
5% above stand-alone 2001 estimates. This increase excludes
ACNielsen's special charges.
- The transaction is expected to accelerate VNU's cash EPS
growth rate beyond 2001.
- ACNielsen has approximately 21,000 employees in over 100
countries.
- VNU stand-alone: for the year 2000 cash EPS is expected to
increase by at least 5%.
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PRESS RELEASE
Date December 18, 2000
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INTRODUCTION
Haarlem, The Netherlands - VNU NV ('VNU'), announced today that it has
entered into a definitive merger agreement with ACNielsen Corporation
('ACNielsen'). VNU will acquire ACNielsen in an all cash transaction
for USD 36.75 per share, representing an offer value and transaction
value of USD 2.3 billion (EUR 2.6 billion). The transaction, which will
be accomplished by a cash tender offer, is expected to close in the
first quarter of 2001. The tender offer for the common shares of
ACNielsen is expected to commence on December 21, 2000, and is
conditioned upon, among other things, there being tendered to VNU at
least a majority of ACNielsen's shares as well as receipt of regulatory
approvals and other customary conditions.
STRATEGIC RATIONALE
VNU has systematically built its business and marketing information
operations over the past 15 years, including the acquisition of Nielsen
Media Research approximately one year ago. The acquisition of ACNielsen
will establish VNU as a worldwide leader in marketing and media
information, and fits VNU's explicit strategy of pursuing growth
through acquiring branded and recession-resistant businesses, which
reflect 'must-have' information. The acquisition reunites the Nielsen
brand name, and brings together businesses with a natural fit.
ACNielsen's retail measurement data, in conjunction with VNU's existing
marketing information services, should enable the combined company to
take a larger role in supporting advertisers in managing their
marketing and media investments and monitoring their effectiveness
through timely sales reports.
ACNielsen's international television audience measurement business
complements the Nielsen Media Research business in the U.S. and Canada.
ACNielsen's AdEx International and Nielsen Media Research's
Monitor-Plus will enable the combined company to offer competitive
advertising intelligence services on a worldwide basis.
Moreover, via NetRatings and eRatings, VNU's stake in worldwide
Internet measurement business will increase. ACNielsen's Entertainment
Data Information combined with VNU's National Research Group will
create a leading filmed-entertainment data and information business.
ACNielsen's presence in over 100 countries will provide VNU with a
global platform from which to further grow its marketing information
business.
ACNIELSEN'S BUSINESS
ACNielsen is a global provider of market research, information and
analysis to the consumer products and services industries. It provides
its clients with market research, information and analysis for
understanding and making critical decisions about their products and
markets. ACNielsen's services are offered in over 100 countries.
Through its Retail Measurement Services division, ACNielsen delivers
data to clients on product movement and related information such as the
effectiveness of coupons and in-store promotions. Introduced in 1933,
ACNielsen indices have become worldwide the main 'currency' for
understanding the dynamics of product sales.
ACNielsen now provides services to multinational marketers on six
continents. ACNielsen has leveraged technologies to improve the
collection and analysis from retailers and consumers. ACNielsen's
retail measurement products include scanning and retail audit services,
account level reports, decision support, and merchandising and category
management services.
ACNielsen provides customized research services to help manufacturers,
retailers and financial institutions understand the position of
current, new and proposed products and services in the marketplace.
With customized research capabilities in more than half of the
countries in which ACNielsen operates, it is able to offer
well-positioned insight to its clients.
Through its Media and Entertainment Services division, ACNielsen
provides television audience measurement outside the United States and
Canada. ACNielsen also owns 80% of ACNielsen
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PRESS RELEASE
Date December 18, 2000
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eRatings.com, a leading provider of Internet measurement services
outside North America and 6% of NetRatings. ACNielsen also operates
Entertainment Data, Inc., a leading provider of box office information
for the motion picture industry.
ACNielsen has approximately 21,000 employees and for the twelve months
ended September 30, 2000 had revenues of USD 1,574 million and EBITDA
of USD 234 million (excluding special charges and eRatings investment
spending).
POSSIBLE SALE OF CONSUMER AND EDUCATIONAL INFORMATION BUSINESSES
VNU intends to explore the sale of its Consumer Information Group,
active in eight countries and a leading publisher of consumer magazines
in The Netherlands, Belgium, Hungary and Czech Republic. VNU expects
the Consumer Information Group to have 2000 revenue and EBITDA of EUR
835 million and EUR 150 million, respectively. In addition, VNU intends
to explore the sale of its Educational Information business, which is
expected to have 2000 revenues and EBITDA of EUR 77 million and EUR 18
million, respectively.
FINANCIAL IMPLICATIONS FOR VNU
The combined transactions, including the possible sale of the Consumer
and Educational Information businesses, are expected to be accretive to
cash EPS by at least 5% above stand-alone 2001 estimates. This increase
excludes ACNielsen's special charges. Goodwill will be capitalized and
amortized over 30 years. The implied 2000 estimated EBITDA multiple
being paid for ACNielsen is 9.6x (excluding special charges and
eRatings investment spending). Interim financing for the transaction
will be provided by Merrill Lynch & Co. An equity issue in the order of
EUR 500 million will be considered. The combined company will have a
strong capital structure, with expected pro forma 2001E interest
coverage within VNU's stated operating goal of 4.0x - 6.0x interest
coverage.
DESCRIPTION OF THE COMBINED GROUP
Pro Forma for the combined transactions, including the possible sale of
the Consumer and Educational Information businesses, 89% of VNU's
EBITDA will be from areas outside The Netherlands, and 56% of its
EBITDA contribution will be from the U.S. and Canada. The breakdown of
the combined groups pro forma EBITDA will be Marketing Information
(52%), Business Information (24%) and Directories (24%).
OUTLOOK 2000
For the year 2000 VNU's stand-alone cash earnings per share (earnings
per share before goodwill amortization and extraordinary items) is
expected to increase by at least 5%.
FURTHER INFORMATION
Merrill Lynch & Co. acted as exclusive financial advisor to VNU and
Evercore Partners Inc. acted as exclusive financial advisor to
ACNielsen in this transaction.
There will be a conference call at 1.15 pm (Amsterdam) for European
markets and a North American conference call at 5.00 pm (Amsterdam),
(11.00 am New York). Both calls will be simulcast on VNU's website,
www.VNU.com. For further information on the conference calls please
contact Taylor Rafferty Associates in London at +44(0)20-7936-0400 and
in New York at (212)889-4350.
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PRESS RELEASE
Date December 18, 2000
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This press release contains "forward-looking" statements within the
meaning of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995 (the "Safe Harbor Provisions").
References made in the foregoing, in particular, statements made
regarding the proposed business combination between VNU and ACNielsen
are based on management's current expectations or beliefs and are
subject to a number of factors and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. In particular, the following factors, among
others, could cause actual results to differ materially from those
described in the forward-looking statements: inability to obtain, or
meet conditions imposed for, governmental approvals; costs related to
the business combination; the risk that the VNU and ACNielsen business
will not be integrated successfully; and other economic, business,
competitive or regulatory factors relating to VNU's and ACNielsen's
business generally. VNU and ACNielsen are under no obligation to (and
expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information,
future events or otherwise. The Safe Harbor Provisions are not
applicable to the foregoing communications to the extent that they
constitute tender offer materials and have not been judicially
determined to be applicable to such communications to the extent that
they constitute soliciting materials.
