VNU AGREES TO TENDER OFFER TO ACQUIRE ACNIELSEN.

VNU (Haarlem, Neth.) has entered into a definitive merge agreement with ACNielsen Corp. (Stamford, CT) to acquire all outstanding shares of ACNielsen for $36.75 per share, or about $2.3 billion. The offer represents a 49.2% increase over ACNielsen's closing share price of $24.63 on Dec. 16. The tender offer is expected to close in the first quarter of 2001.

ACNielsen is a provider of market research, information and analysis to the consumer products and services industries. Its retail measurement products include scanning and retail audit services, account level reports, decision support, and merchandising and category management services. Its products are designed to help retailers, manufacturers and financial institutions understand the position of current, new and proposed products and services in the marketplace. ACNielsen's Media and Entertainment Services division provides television audience measurement outside the U.S. and Canada. AGNielsen also owns 80% of AGNielsen eRatings.com, a provider of Internet measurement services outside North America, and 6% of Net-Ratings (which also owns the remaining 20% of eRatings.com). VNU currently holds a 54% interest in Netratings. ACNielsen also operates Entertainment Data Inc., a provider of box office information for the motion picture industry. For the year ending Sept. 31, 2000, ACNielsen had revenues of $l.574 billion and EBITDA of $234 million (excluding special charges and eRatings investment). The implied 2000 estimated EBITDA multiple paid for ACNielsen is 9.6x.

The deal reunites ACNielsen with television ratings service Nielsen Media Research. Both companies started operations as a part of Dun & Bradstreet. VNU acquired Nielsen Media Research last year for $2.5 billion.

VNU said that it will seek a buyer for its Consumer Information Group, active in eight countries and a publisher of consumer magazines in The Netherlands, Belgium, Hungary and Czech Republic, to help pay for the purchase of ACNielsen. VNU said the Group will have 2000 revenues of EUR 835 million and EBITDA of EUR 150 million. VNU also said it will seek a buyer for its Educational Information (textbook) business. That unit expects to have 2000 revenues of about EUR 77 million and EBITDA of EUR 18 million.