VNU accepts new offer w/o backing of major shareholders.On the same day that VNU VNU Volontaires des Nations Unies (French) VNU Verenigde Nederlandse Uitgeversbedrijven (Dutch) VNU Virtual Network User (Amsterdam) announced it was accepting a new $10.3 billion cash offer from Valcon Acquisition B.V., the holding company formed by a consortium c seven equity investors for the purpose of purchasing VNU, two major institutional shareholders of VNU common stock said they do not support the offer. On March 8, the consortium's offer to purchase all of VNU stock shares for 28.75 [euro] per share (7.5 billion [euro] total) was accepted by VNU's board of directors. The price was an increase of about 17% over the $8.8 billion that the consortium had offered in January. The closing of the transaction is contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent 95% of VNU shareholders in each class of stock, common and preferred, tendering their shares. The consortium consists of Alpinvest Partners, Blackstone Group Blackstone Group L.P. (NYSE: BX) is a prominent private equity and investment management firm founded in 1985 by Peter G. Peterson and Stephen A. Schwarzman. The company is based in New York City, in River House on Park Avenue at Fifty-first Street, with offices in Atlanta, , Carlyle Group, Hellman & Friedman, Kohlberg, Kravis Roberts & Co. and Thomas Lee Partners. The two investment firm shareholders who said they would not support the offer, Fidelity International (New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of ) and Knight Vinke Asset Managament (KVAM; New York), together own about 17% of VNU's outstanding stock. In a statement issued later that day, KVAM said it believes the offer "substantially undervalues" VNU and that a higher value could be obtained for shareholders if VNU's division were sold separately, including its ACNielsen and Nielsen Media Research divisions. KVAM said that VNU should "open up the sale process ... and give equal consideration to a wider range of alternatives. KVAM's preferred option would involve selling the Media Measurement & Information (MMI (Man Machine Interface) See HMI. 1. MMI - Man-Machine Interface. 2. (company) MMI - The company which developed the first Programmable Array Logic devices. MMI was bought by AMD. ) and Business Information divisions; followed by a restructuring of the company's Marketing Information division. The current offer represents a multiple of 13.4 times normalized EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become and a 23% premium over the closing price on July 8, 2005, the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from prior to VNU's announcement of its planned merger, since abandoned because of shareholder opposition, with IMS Health. The consortium said that it would keep VNU "substantially together as an integrated company pursuing existing long-term strategy." |
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