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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OF DECEMBER 18, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ACNIELSEN CORPORATION
(NAME OF SUBJECT COMPANY)
ACNIELSEN CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
004833109
(CUSIP NUMBER OF CLASS OF SECURITIES)
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EARL H. DOPPELT
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
ACNIELSEN CORPORATION
177 BROAD STREET
STAMFORD, CONNECTICUT 06901
(203) 961-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING
STATEMENT)
Copy to.
RICHARD A. GARVEY, ESQ.
JOHN G. FINLEY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
/X/ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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[ACNIELSEN LOGO]
NEWS RELEASE
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Media Contacts: Investor Contacts:
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<S> <C>
Richard Myers, ACNielsen Darial Sneed, ACNielsen
203-961-3324 203-961-3345
Maarten Schikker, VNU Rob de Meel, VNU
31-23-546-3600 31-23-546-3600
Georgina Challis, VNU, Inc. (U.S.)
646-654-5014 For Immediate Release
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VNU AND ACNIELSEN SIGN $2.3 BILLION MERGER AGREEMENT;
ACNielsen Shareholders to Receive $36.75 Per Share in Cash
TRANSACTION WILL CREATE GLOBAL LEADERSHIP
IN MARKETING AND MEDIA INFORMATION SERVICES
STAMFORD, Conn., December 18, 2000 - ACNielsen Corporation (NYSE: ART) today
announced that it has entered into a definitive merger agreement under which VNU
N.V. will acquire all of the common stock of ACNielsen for $36.75 per share in
cash. The aggregate value of the transaction will be approximately $2.3 billion.
TERMS OF THE TRANSACTION
The definitive agreement provides for a cash tender offer by a wholly-owned
subsidiary of VNU for all of the outstanding shares of ACNielsen common stock at
a price of $36.75 per share. The tender offer is subject to a minimum tender
condition of a majority of the fully diluted ACNielsen common shares being
validly tendered and not withdrawn. The tender offer will be subject to the
satisfaction of certain other conditions specified in the tender offer
materials. It is expected that the offer will be consummated in the first
quarter of 2001.
Following the completion of the tender offer, VNU will consummate a second-step
merger in which the remaining ACNielsen shares will be exchanged for the same
cash consideration. The merger is subject to customary conditions. The boards of
directors of both companies have approved the transaction.
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Evercore Partners Inc. acted as financial advisor to ACNielsen and provided a
fairness opinion to the Board of Directors. Simpson Thacher & Bartlett acted as
legal advisor to ACNielsen. Merrill Lynch & Co. acted as financial advisor to
VNU and Shearman & Sterling acted as legal advisor to VNU.
TRANSACTION CREATES ENHANCED VALUE
Nicholas L. Trivisonno, chairman and chief executive of ACNielsen, said, "We are
pleased by the terms of this agreement, which affirms our commitment to deliver
value to shareholders of ACNielsen. At the same time, by joining forces with
VNU, we will create global leadership in marketing and media information
services. Our clients will benefit from the scope of products and services
offered by the merged companies, allowing us even greater opportunity to meet
their changing needs and help them solve their business problems in today's
dynamic marketplace."
ACNielsen said it is on track to deliver full-year 2000 earnings that are in
line with the current First Call consensus estimate of $1.40 per diluted share.
The consensus is based on the average of seven analyst estimates, each of which
excludes charges for Operation Leading Edge, the company's accelerated growth
plan.
As a result of today's announcement, the two "Nielsens" will be reunited under
the same corporate roof. ACNielsen and Nielsen Media Research were originally
part of the company founded by Arthur C. Nielsen and were spun off separately in
1996 in a restructuring of their then-parent company, Dun & Bradstreet. VNU
acquired Nielsen Media Research in November 1999.
ABOUT VNU
Headquartered in the Netherlands, VNU is one of the world's leading media and
information companies and has leading market positions in marketing and media
information, directories and consumer information, as well as educational
information. Worldwide, VNU employs approximately 16,000 people and has annual
revenue of more than $2.8 billion (1999).
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ABOUT ACNIELSEN
ACNielsen, with 21,000 employees and annual revenues of over $1.5 billion, is
the world's leading market research firm, offering measurement and analysis of
marketplace dynamics, consumer attitudes and behavior, and new and traditional
media in more than 100 countries. ACNielsen's clients include leading consumer
product manufacturers and retailers, service firms, media and entertainment
companies and the Internet community.
CONFERENCE CALL WEBCAST
VNU and ACNielsen will hold a conference call with investors to discuss the
transaction at 11:00 a.m. (EST), on Monday, December 18, 2000. This VNU
conference call will be webcast live at www.vnu.com.
ACNielsen shareholders are advised to read the tender offer statement regarding
the acquisition of ACNielsen referenced in this press release, which will be
filed by VNU and its wholly-owned subsidiary, Artist Acquisition, Inc. with the
Securities and Exchange Commission. The tender offer statement (including an
offer to purchase, letter of transmittal and related tender offer documents)
will contain important information which should be read carefully before any
decision is made with respect to the offer. These documents will be made
available to all shareholders of ACNielsen at no expense to them. These
documents will be available at no charge at the SEC's web site at www.sec.gov.
FORWARD-LOOKING STATEMENTS Certain statements contained herein are forward
looking. These may be identified by the use of forward-looking words or phrases,
such as "anticipate," "believe," "expect," "designed," "intend," "could,"
"should," "planned," "estimated," "potential," "target," "aim," "objective" and
"goal," among others. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company is hereby
identifying important factors that could cause actual results to differ
materially from those contained in forward-looking statements made by or on
behalf of the Company. Any such statement is qualified by reference to the
following cautionary statement. Risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include: (i) the availability of retail sources that are willing to sell data to
the Company at prices acceptable to the Company; (ii) changes in general
economic or competitive conditions which impact the Company's clients' demand
for the Company's services; (iii) significant price and service competition;
(iv) rapid technological developments in the collection, manipulation and
delivery of information; (v) the Company's ability to complete the
implementation of its Euro plans on a timely basis; (vi) the likely incurrence
of significant losses by ACNielsen eRatings.com while its business is being
developed, the difficulty of forecasting its future revenues and costs and
uncertainties associated with the international development of an Internet
ratings service; (vii) the Company's ability to successfully implement Operation
Leading Edge (its announced plan to enhance its products and services, address
changing client needs, improve efficiency and reduce its cost structure) and to
achieve the estimated levels of revenue and profit growth therefrom; (viii) the
impact of foreign exchange rate fluctuations since so much of the Company's
earnings are generated abroad; (ix) the degree of acceptance of new product
introductions; (x) the uncertainties of litigation, including the IRI lawsuit;
(xi) uncertainties regarding completion of the VNU acquisition, as well as other
risks and uncertainties detailed from time to time in the Company's Securities
and Exchange Commission filings. Developments in any of the areas referred to
above could cause the Company's results to differ from results that have been or
may be projected by or on behalf of the Company. The Company cautions that the
foregoing list of important factors is not exclusive. The Company does not
undertake to update any forward-looking statement that may be made from time to
time by or on behalf of the Company.
NOTE TO EDITORS: Look for this press release and further information about
ACNielsen at www.acnielsen.com and further information about VNU at www.vnu.com.
