VNU's Major Shareholders Cool Toward $8.5bn Bid

09 March 2006

Shareholders are set to give a thumbs-down to the board of research and media giant VNU - parent of AC Nielsen - after it accepted a $8.5 billion (€7.15bn; £4.90bn) bid from a consortium of six private equity firms [WAMN: 08-Mar-06].

According to VNU insiders, over the past two months investors representing between 40% and 50% of the company's voting stock have indicated to the group's management that they opposed an indicative offer worth up to €28.5 a share.

The consortium bid, announced Wednesday and approved by VNU's board, equates to €28.75 a share - just 25 (euro) cents above the rejected figure. A sum unlikely to tip the scales.

One investor, Fidelity International, holding around 15% of VNU, said it was "unlikely to support this offer". While Knight Vinke Asset Management, with about 2% of the company, spurned the bid price, claiming it "substantially undervalues the company".

VNU directors appear to have short memories - or perhaps underestimate the muscularity of their shareholders. As recently as November, the latter forced VNU to ditch a $7bn takeover of US market researcher IMS Health, triggering the resignation of the company's ceo Rob van den Bergh.

Many of these investors now oppose the consortium bid; while at least two members of the bidding group say they will not support any increased offer - invoking images of 'irresistible force' and 'immovable objects'.

The (mainly US) consortium comprises Blackstone Group, Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts and Thomas H Lee Partners plus Netherlands-based AlpInvest Partners.

Data sourced from Financial Times Online; additional content by WARC staff