Nielsen Holdings plc – Nielsen Announces Shareholder Approval of Transaction with Evergreen

The transaction is expected to close in October 2022

NEW YORK, September 1, 2022 /PRNewswire/ — Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) announced today that at a court meeting and a special meeting of its shareholders held earlier today, its shareholders approved the previously announced definitive agreement (the “Transaction Agreement”) for Nielsen to be acquired by a private equity consortium (the “Consortium”) comprised of Evergreen Coast Capital Corp. (“Evergreen”), an affiliate of Elliott Investment Management LP (“Elliott”), and Brookfield Business Partners LP with Institutional Partners (collectively “Brookfield”). Shareholders approved the $28.00 per share in an all-cash transaction valued at approximately $16 billion, including debt assumption.

The transaction, which is expected to close in October 2022, remains subject to customary closing conditions, including approval of the plan of arrangement to implement the transaction by the UK court and delivery of a copy of the court order. court approving the transaction in the United Kingdom. Companies Registry, as well as the satisfaction of other conditions set forth in the transaction agreement.

Upon closing, Nielsen will become a private company and its shares will no longer trade on the New York Stock Exchange.

Advisors

JP Morgan and Allen & Company LLC are acting as lead financial advisors to Nielsen. PJT Partners also acts as an advisor to Nielsen. Wachtell, Lipton, Rosen & Katz, Clifford Chance LLP, DLA Piper and Baker McKenzie are legal advisors to Nielsen. Gibson, Dunn & Crutcher LLP and Herbert Smith Freehills LLP are acting as legal counsel to Evergreen and the Consortium, and Davis Polk & Wardwell LLP is acting as legal counsel to Brookfield. BofA Securities, Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Securities (USA) Inc. and Citi act as financial advisors to Evergreen and Brookfield.

About Nielsen

Nielsen shapes the world’s media and content as a global leader in audience measurement, data and analytics. Through our understanding of people and their behaviors across all channels and platforms, we empower our clients with independent, actionable insights so they can connect and engage with their audience, now and in the future. . An S&P 500 company, Nielsen (NYSE: NLSN) operates globally in more than 55 countries. Learn more about www.nielsen.com Where www.nielsen.com/investors and join us on social networks (Twitter, LinkedIn, Facebook and instagram).

About Elliott and Evergreen

Elliott Investment Management LP manages approximately $55.7 billion in assets as of June 30, 2022. Its flagship fund, Elliott Associates, LP, was founded in 1977, making it one of the oldest funds under continuous management. Investors in Elliott Funds include pension plans, sovereign wealth funds, endowments, foundations, funds of funds, high net worth individuals and families, and company employees. Evergreen Coast Capital Corp. is Elliott’s subsidiary in Menlo Park, which focuses on technology investing.

About Brookfield Business Partners

Brookfield Business Partners is a global business and industrial services firm focused on owning and operating high-quality businesses that provide essential products and services and enjoy a strong competitive position. Investors have the option of investing in our company either through Brookfield Business Corporation (NYSE, TSX: BBUC), a corporation, or through Brookfield Business Partners LP (NYSE: BBU; TSX: BBU.UN) , a limited partnership. For more information, please visit https://bbu.brookfield.com.

Brookfield Business Partners is the publicly traded flagship vehicle of Brookfield Asset Management’s Private Equity group. Brookfield Asset Management is a global leader in alternative asset management with over $750 billion in assets under management. More information is available at www.brookfield.com.

Forward-looking statements

This communication contains information that may constitute forward-looking statements made pursuant to the disclaimer of the Private Securities Litigation Reform Act of 1995. Such statements include those set forth above with respect to the proposed transaction as well as those which can be identified by words such as ‘will’, ‘intends’, ‘expects’, ‘anticipates’, ‘should’, ‘could’ and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what is currently expected, including with respect to the proposed transaction and Nielsen ONE. Factors leading to it may include, but are not limited to, risks related to the conflict in Ukraine or the COVID-19 pandemic on the global economy and financial markets, uncertainties related to the impact of the conflict in Ukraine or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy to achieve Nielsen’s objectives, economic or other conditions in the markets in which Nielsen operates, the impacts of actions and behaviors of customers, suppliers and competitors, technological developments, and legal and regulatory rules and processes affecting Nielsen’s business, the timing, receipt and terms of any governmental and regulatory approvals required for the transaction proposed transaction that could reduce the anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, whether ng or other circumstance which may give rise to the termination of the transaction agreement entered into under the proposed transaction (the “Agreement”), the risk that the parties to the Agreement will not be able to satisfy the conditions of the proposed transaction in a timely manner or not at all, the risks relating to the disruption of management time of ongoing business operations due to the proposed transaction, the risk that any announcement relating to the proposed transaction may have adverse effects on the market price of Nielsen common stock, the risk of unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement have an adverse effect on Nielsen’s ability to retain customers and to retain and hire key personnel and to maintain relationships with customers, suppliers, employees, shareholders s and other business relationships, as well as its results of operations and business generally, the risk that the proposed pending transaction may distract Nielsen’s management, and other specific risk factors which are described in the Nielsen disclosure documents and materials, which you can find at http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports which have been filed with the Securities and Exchange Commission (the “SEC”). Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. These forward-looking statements speak only as of the date of these materials, and Nielsen undertakes no obligation to update any written or oral forward-looking statements made by or on behalf of Nielsen as a result of new information, future events or other factors, except as required by law.

contacts

Investor Relations: Sara Gubins, +1 646 283 7571; [email protected]

Media Relations: Connie Kim, +1 240 274 ​​9999; [email protected]

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SOURCE Nielsen Holdings plc

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