VNU Agrees to $9B Private Equity Buyout
HAARLEM, Netherlands, March 8, 2006 - VNU N.V. (ASE: VNU), a global information and media company, and Valcon Acquisition B.V. a holding
company newly incorporated in the Netherlands, announced today that they have agreed to a public offer for VNU that values the company's equity at EUR 7.5 billion, (U.S. $9 billion) or EUR 28.75 per common share.
The expectation that VNU would reach an agreement on the intended public offer for all of the company's issued common shares and 7 percent preferred shares was realized after a meeting of the company's supervisory board in Haarlem. Following the meeting, VNU and Valcon Acquisition entered into a merger protocol for the purchase of the company. Valcon Acquisition is controlled by a private-equity group consisting of affiliated funds of AlpInvest Partners N.V., The Blackstone Group L.P., The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Thomas H. Lee Partners L.P.
The supervisory and executive boards of VNU, after giving due consideration to the strategic, financial and social aspects of the proposed transaction, unanimously support the Offer and conclude that it is in the best interests of shareholders and all other stakeholders of VNU, and they unanimously recommend that shareholders accept the offer.
"Based on a long and careful analysis of various alternatives, including remaining a stand-alone company and breaking up the company, we concluded that this transaction best serves the interests of VNU's shareholders, clients and employees," says Aad Jacobs, chairman of VNU's supervisory board. "The all-cash offer provides shareholders with an attractive price that fully reflects the independently assessed fair value of the company."
The Offer will be an all-cash offer for all of the issued and outstanding common shares and all of the issued and outstanding 7 percent preferred shares of VNU N.V. Based on the offer price of EUR 28.75 per common share, the value of the offer for the common shares is approximately EUR 7.5 billion. Based on the offer price of EUR 13.00 per 7 percent preferred share, the value of the offer for the 7 percent preferred shares is approximately EUR 2 million.