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EXHIBIT 2
AMENDMENT, dated as of December 17, 2000 (the "Amendment"), to
the Rights Agreement, dated as of October 17, 1996, (the "Rights Agreement"),
between ACNielsen Corporation, a Delaware Corporation (the "Company"), and First
Chicago Trust Company of New York, a Delaware corporation, as Rights Agent (the
"Rights Agent").
RECITALS
The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
The Company, Artist Acquisition, Inc., a Delaware corporation
("Purchaser"), and VNU NV, a corporation organized under the laws of the
Netherlands, ("Parent"), are entering into an Agreement and Plan of Merger,
dated as of December 17, 2000 (as amended or supplemented from time to time, the
"Merger Agreement") contemplating a tender offer and merger pursuant to which
Purchaser shall make an offer to purchase all of the outstanding common stock,
par value $.01 per share, of the Company (the "Offer"), and, after the
consummation of the Offer, Purchaser shall be merged with and into the Company
(the "Merger");
Pursuant to Section 27 of the Rights Agreement, the Company
may in its sole and absolute discretion, and the Rights Agent shall, if the
Company so directs, supplement and amend the Rights Agreement;
The Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is necessary and desirable
in connection with the foregoing and the Company and the Rights Agent desire to
evidence such amendment in writing; and
All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, the parties hereto agree as
follows:
1. Amendment of Section 1. (a) The definition of "Acquiring
Person" in Section 1(a) of the Rights Agreement is amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither VNU NV ("Parent"), Artist Acquisition, Inc.
("Purchaser"),
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nor any of their Affiliates or Associates shall be deemed to
be an Acquiring Person solely by virtue of (i) the approval,
execution or delivery of the Merger Agreement, (ii) the
consummation of the Offer or the Merger in accordance with the
provisions of the Merger Agreement or (iii) the consummation
of any other transaction to be effected pursuant to the Merger
Agreement in accordance with the provisions thereof."
(b) Section 1 of the Rights Agreement is supplemented by
adding the following definitions in the appropriate locations therein:
"Agreement" shall mean this Rights Agreement between
ACNielsen Corporation, a Delaware corporation, and First
Chicago Trust Company of New York, as Rights Agent, amended as
of December 15, 2000, and as may be amended thereafter from
time to time.
"Merger" shall have the meaning set forth in the
Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan
of Merger, dated as of December 17, 2000, between the Company,
Parent and Purchaser, as it may be amended, supplemented or
replaced from time to time.
"Offer" shall have the meaning set forth in the
Merger Agreement.
(c) The definition of "Stock Acquisition Date" in Section 1(q)
of the Rights Agreement is amended by adding the following sentence at the end
thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Stock Acquisition Date shall not be deemed to have occurred
solely as the result of (i) the approval, execution or
delivery or public announcement of the approval, execution or
delivery of the Merger Agreement, (ii) the consummation of the
Offer or the Merger in accordance with the provisions of the
Merger Agreement or any public announcement relating thereto
or (iii) the consummation of any other transaction to be
effected pursuant to the Merger Agreement in accordance with
the provisions thereof or any public announcement relating
thereto."
2. Amendment of Section 3(a). Section 3(a) of the Rights
Agreement is amended by adding the following proviso at the end of the first
sentence:
"; provided that, notwithstanding anything in this Agreement
to the contrary, a Distribution Date shall not be deemed to
have occurred solely as the result of (i) the approval,
execution or delivery of or
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public announcement of the approval, execution or delivery of
the Merger Agreement, (ii) the commencement or consummation of
the Offer or the consummation of the Merger in accordance with
the provisions of the Merger Agreement or any public
announcement relating thereto or (iii) the consummation of any
other transaction to be effected pursuant to the Merger
Agreement in accordance with the provisions thereof or any
public announcement relating thereto."
3. Amendment of Section 7(a). Clauses numbered (i), (ii) and
(iii) in Section 7(a) of the Rights Agreement are hereby deleted and replaced in
their entirety as follows:
(i) the close of business on October 23, 2006 (the "Final
Expiration Date"), (ii) immediately prior to the time at which the consummation
of the Offer occurs, (iii) the time at which the Rights are redeemed as provided
in Section 23 hereof (the "Redemption Date") or (iv) the time at which the
Rights are exchanged as provided in Section 24 hereof.
4. Amendment of Section 11(a)(ii). Section 11(a)(ii) of the
Rights Agreement is amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
none of (i) the execution, delivery or approval of the Merger
Agreement, (ii) the consummation of the Offer or the Merger in
accordance with the provisions of the Merger Agreement or
(iii) the consummation of any other transaction to be effected
pursuant to the Merger Agreement in accordance with the
provisions of the Merger Agreement shall cause the Rights to
be adjusted or become exercisable in accordance with this
Section 11(a)(ii)."
5. Amendment of Section 13(a). Section 13(a) of the Rights
Agreement is amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
none of (i) the execution, delivery or approval of the Merger
Agreement, (ii) the consummation of the Offer or the Merger in
accordance with the provisions of the Merger Agreement or
(iii) the consummation of any other transaction to be effected
pursuant to the Merger Agreement in accordance with the
provisions of the Merger Agreement shall be deemed an event of
the type described in clauses (i), (ii) or (iii) of this
Section 13(a) and shall not cause the Rights to be adjusted or
exercisable in accordance with the terms of this Agreement."
6. Amendment of Section 20(c). Section 20(c) of the Rights
Agreement is hereby deleted and replaced in its entirety with the following:
"The Rights Agent shall be liable hereunder to the Company and
any other Person only for its own gross negligence, bad faith or wilful
misconduct.
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7. Amendment of Section 29. Section 29 of the Rights Agreement
is amended by adding the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedies or claims under this Agreement by virtue of
the execution, delivery or approval of the Merger Agreement or
by virtue of the commencement or consummation of any of the
transactions to be effected pursuant to the Merger Agreement
in accordance with the provisions of the Merger Agreement."
8. Effectiveness. This Amendment shall be deemed effective as
of the date first written above, as if executed on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
9. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year first
above written.
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<S> <C>
Attest: ACNIELSEN CORPORATION
By: /s/ Michael P. Connors By: /s/ Nicholas L. Trivisonno
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Name: Michael P. Connors Name: Nicholas L. Trivisonno
Title: Vice Chairman Title: Chairman and Chief
Executive Officer
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK, As Rights Agent
By: /s/ Christopher P. Coleman By: /s/ Craig Broomfield
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Name: Christopher P. Coleman Name: Craig Broomfield
Title: Senior Account Manager Title: Senior Account Manager
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