Valcon Acquisition increases offer for VNU.

Valcon Acquisitions, a company controlled by an equity group consisting of Alpinvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, KKR and Thomas H. Lee Partners, has increased its offer to purchase all of the outstanding shares on VNU (Amsterdam) for the second time since the beginning of the year. The current offer, which increases the purchase price of VNU ordinary shares by 2.6% to 29.5 [euro] and of VNU preferred shares by 61.5% to 21 [euro], is valued at 8.7 billion [euro], or approximately $11 billion.

The offer increase is an attempt to assuage the concerns of several recalcitrant VNU shareholders, including Fidelity International (New York) and Knight Vinke Asset Management (KVAM; New York), two investment firms who together own 17% of VNU's outstanding stock and who opposed the previous offer of $10.3 billion made in March. That offer was an increase from the original offer of $8.8 billion made in January.

In a statement issued after the second offer in March, KVAM said it believed the deal "substantially undervalues" VNU and that a higher value could be obtained for shareholders if VNU's divisions were sold separately, including its ACNielsen and Nielsen Media Research units. 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) and Business Information divisions," followed by a restructuring of the company's Marketing Information division.

Also, Valcon has lowered the acceptance level threshold for the ordinary shares tendered for acceptance of the offer from 95% to 80% of all outstanding share and will declare the offer accepted if that percentage of ordinary shares are tendered.