VNU and ACNielsen Sign $2.3 Billion Merger Agreement;
ACNielsen Shareholders to Receive $36.75 Per Share in Cash
Transaction Will Create Global Leadership
In Marketing and Media Information Services
STAMFORD, Conn., December 20, 2000 – ACNielsen Corporation (NYSE: ART) today announced that it has entered into a
definitive merger agreement under which VNU N.V. will acquire all of the common stock of ACNielsen for $36.75 per share
in cash. The aggregate value of the transaction will be approximately $2.3 billion.
Terms of the Transaction
The definitive agreement provides for a cash tender offer by a wholly-owned subsidiary of VNU for all of the outstanding
shares of ACNielsen common stock at a price of $36.75 per share. The tender offer is subject to a minimum tender
condition of a majority of the fully diluted ACNielsen common shares being validly tendered and not withdrawn. The
tender offer will be subject to the satisfaction of certain other conditions specified in the tender offer materials. It
is expected that the offer will be consummated in the first quarter of 2001.
Following the completion of the tender offer, VNU will consummate a second-step merger in which the remaining ACNielsen
shares will be exchanged for the same cash consideration. The merger is subject to customary conditions. The boards of
directors of both companies have approved the transaction.
Evercore Partners Inc. acted as financial advisor to ACNielsen and provided a fairness opinion to the Board of
Directors. Simpson Thacher & Bartlett acted as legal advisor to ACNielsen. Merrill Lynch & Co. acted as financial advisor to VNU and Shearman & Sterling acted as legal advisor to VNU.
Transaction Creates Enhanced Value
Nicholas L. Trivisonno, chairman and chief executive of ACNielsen, said, “We are pleased by the terms of this agreement,
which affirms our commitment to deliver value to shareholders of ACNielsen. At the same time, by joining forces with
VNU, we will create global leadership in marketing and media information services. Our clients will benefit from the
scope of products and services offered by the merged companies, allowing us even greater opportunity to meet their
changing needs and help them solve their business problems in today’s dynamic marketplace.”
ACNielsen said it is on track to deliver full-year 2000 earnings that are in line with the current First Call consensus
estimate of $1.40 per diluted share. The consensus is based on the average of seven analyst estimates, each of which
excludes charges for Operation Leading Edge, the company’s accelerated growth plan.
As a result of today’s announcement, the two “Nielsens” will be reunited under the same corporate roof. ACNielsen and
Nielsen Media Research were originally part of the company founded by Arthur C. Nielsen and were spun off separately in
1996 in a restructuring of their then-parent company, Dun & Bradstreet. VNU acquired Nielsen Media Research in November 1999.
Headquartered in the Netherlands, VNU is one of the world’s leading media and information companies and has leading
market positions in marketing and media information, directories and consumer information, as well as educational
information. Worldwide, VNU employs approximately 16,000 people and has annual revenue of more than $2.8 billion (1999).
ACNielsen, with 21,000 employees and annual revenues of over $1.5 billion, is the world’s leading market research firm,
offering measurement and analysis of marketplace dynamics, consumer attitudes and behaviour, and new and traditional
media in more than 100 countries. ACNielsen’s clients include leading consumer product manufacturers and retailers,
service firms, media and entertainment companies and the Internet community.
Conference Call Webcast
VNU and ACNielsen will hold a conference call with investors to discuss the transaction at 11:00 a.m. (EST), on Monday,
December 18, 2000. This VNU conference call will be webcast live at www.vnu.com.
ACNielsen shareholders are advised to read the tender offer statement regarding the acquisition of ACNielsen referenced
in this press release, which will be filed by VNU and its wholly-owned subsidiary, Artist Acquisition, Inc. with the
Securities and Exchange Commission. The tender offer statement (including an offer to purchase, letter of transmittal
and related tender offer documents) will contain important information which should be read carefully before any
decision is made with respect to the offer. These documents will be made available to all shareholders of ACNielsen at
no expense to them. These documents will be available at no charge at the SEC’s web site at www.sec.gov.
Forward-Looking Statements Certain statements contained herein are forward looking. These may be identified by the use
of forward-looking words or phrases, such as "anticipate," "believe," "expect," "designed," "intend," "could," "should,"
"planned," "estimated," "potential," "target,” “aim,” "objective" and "goal," among others. In connection with the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is hereby identifying important
factors that could cause actual results to differ materially from those contained in forward-looking statements made by
or on behalf of the Company. Any such statement is qualified by reference to the following cautionary statement. Risks
and uncertainties that may affect the operations, performance, development and results of the Company's business
include: (i) the availability of retail sources that are willing to sell data to the Company at prices acceptable to the
Company; (ii) changes in general economic or competitive conditions which impact the Company’s clients’ demand for the
Company’s services; (iii) significant price and service competition; (iv) rapid technological developments in the
collection, manipulation and delivery of information; (v) the Company's ability to complete the implementation of its
Euro plans on a timely basis; (vi) the likely incurrence of significant losses by ACNielsen eRatings.com while its
business is being developed, the difficulty of forecasting its future revenues and costs and uncertainties associated
with the international development of an Internet ratings service; (vii) the Company's ability to successfully implement
Operation Leading Edge (its announced plan to enhance its products and services, address changing client needs, improve
efficiency and reduce its cost structure) and to achieve the estimated levels of revenue and profit growth therefrom;
(viii) the impact of foreign exchange rate fluctuations since so much of the Company’s earnings are generated abroad;
(ix) the degree of acceptance of new product introductions; (x) the uncertainties of litigation, including the IRI
lawsuit; (xi) uncertainties regarding completion of the VNU acquisition, as well as other risks and uncertainties
detailed from time to time in the Company’s Securities and Exchange Commission filings. Developments in any of the areas
referred to above could cause the Company’s results to differ from results that have been or may be projected by or on
behalf of the Company. The Company cautions that the foregoing list of important factors is not exclusive. The Company
does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the
Note to Editors: Look for this press release and further information about ACNielsen at www.acnielsen.com and further
information about VNU at www.vnu.com.