VNU Agrees to $9B Private Equity Buyout
The offer price of EUR 28.75 per common share represents:
• A multiple of 13.4 times 2005 normalized EBITDA (adjusted for IMS and IRI
settlement costs and book gains), an attractive valuation compared to the
recent trading of peer company stocks, as well as to the recent history of
trading of VNU's stock; and
• A 23 percent premium over the closing price on July 8, 2005, the last trading day prior to VNU's announcement of its planned merger with IMS Health.
The aggregate value of the transaction is approximately EUR 8.6 billion, or $10.3 billion, including net indebtedness. VNU will not declare or pay any dividends on its common shares. Launch of the offer is subject to completion of preparations and customary conditions.
The closing of the transaction is conditioned upon 95 percent of VNU shareholders in each class, common and preferred, tendering their shares, as well as regulatory approvals and
other customary closing conditions. Following the closing, VNU shares will no longer be
listed on Eurolist by Euronext Amsterdam.
"This transaction brings VNU new owners who support our long-term strategy of growth through expanded market coverage; expansion into developing markets; technology and service innovation; and development of integrated business solutions for our clients. It gives the company the added operational flexibility of private ownership," says Rob van den Bergh, chief executive officer of VNU. "VNU will continue to focus on improving efficiency and integration across our businesses to ensure that we capture the substantial growth opportunities made possible by our business model and strategy."
Previously, Van den Bergh had announced that he would step down as chief executive
officer. This is now anticipated to happen upon the closing of the transaction.
Each of the six firms in the consortium has a strong track record of successful long-term
investments in a wide variety of companies and industries.