Nielsen Postpones Court And Special Meetings Of Shareholders To Permit Finalization Of Preliminary Agreement Between Consortium And Windacre

Author: Benzinga Newsdesk | August 09, 2022 06:41am

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.

Posted In: BBU BBUC NLSN