Nielsen and NetRatings Announce Merger Agreement
05 Februar 2007 - 3:21PM
PR Newswire (US)
NEW YORK, and HAARLEM, the Netherlands, Feb. 5
/PRNewswire-FirstCall/ -- The Nielsen Company (formerly VNU) and
NetRatings, Inc. (NASDAQ:NTRT) announced today that they have
entered into a merger agreement by which Nielsen, which already
owns approximately 60 percent of NetRatings, would acquire the
NetRatings shares it does not currently own at a price of $21.00
per share in cash, for a total purchase price of approximately $327
million. The NetRatings board of directors approved the merger
agreement following the unanimous recommendation and approval of an
independent special committee of the NetRatings board of directors.
The transaction price represents a 44.1 percent premium over
NetRatings' closing price on October 6, 2006. "The special
committee carefully reviewed the transaction in consultation with
our financial and legal advisors, and the merger agreement was the
result of extensive negotiations between the parties. We believe
that the merger is in the best interests of NetRatings' minority
shareholders," said Arthur F. Kingsbury, chairman of the special
committee of the NetRatings board of directors. The special
committee was advised by Lehman Brothers Inc. and Gibson Dunn &
Crutcher LLP. David Calhoun, chairman and chief executive officer
of Nielsen, said: "This transaction will provide fair value to
NetRatings shareholders while also allowing Nielsen and NetRatings
to better coordinate their strengths for the benefit of our mutual
clients." The merger is expected to be completed in the second
quarter of calendar year 2007, subject to customary conditions and
approvals. The exact timing is dependent on the review and
clearance of necessary filings with the Securities and Exchange
Commission. The transaction is subject to shareholder approval of
NetRatings, but Nielsen has agreed to vote all of its NetRatings
shares in favor of the merger, thereby assuring approval at the
NetRatings shareholders meeting relating to the merger. About The
Nielsen Company The Nielsen Company is a global information and
media company with leading market positions and recognized brands
in marketing information (ACNielsen), media information (Nielsen
Media Research), business publications (Billboard, The Hollywood
Reporter, Adweek), trade shows and the newspaper sector
(Scarborough Research). The privately held company has more than
42,000 employees and is active in more than 100 countries, with
headquarters in Haarlem, the Netherlands, and New York, USA. For
more information please visit http://www.nielsen.com/. About
NetRatings NetRatings, Inc. (NASDAQ:NTRT) delivers leading Internet
media and market research solutions, marketed globally under the
Nielsen//NetRatings brand. With high quality, technology-driven
products and services, Nielsen//NetRatings is the global standard
for Internet audience measurement and premier source for online
advertising intelligence, enabling clients to make informed
business decisions regarding their Internet and digital strategies.
The Nielsen//NetRatings portfolio includes panel-based and site-
centric Internet audience measurement services, online advertising
intelligence, user lifestyle and demographic data, e-commerce and
transaction metrics, and custom data, research and analysis. For
more information, please visit http://www.nielsen-netratings.com/.
Safe Harbor Statement This news release contains "forward-looking
statements." Such statements include, but are not limited to,
statements relating to anticipated financial and operating results,
the companies' plans, objectives, expectations and intentions and
other statements including words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "will," "should," "may,"
and other similar expressions. Such statements are based upon the
current beliefs and expectations of Nielsen's and NetRatings's
management and involve a number of significant risks and
uncertainties. Actual results may differ materially from the
results anticipated in these forward-looking statements. The
following factors, among others, could cause or contribute to such
material differences: change in general economic conditions; the
performance of financial markets and interest rates; the ability to
obtain governmental approvals of the transaction or to satisfy
other conditions to the transaction on the proposed terms and
schedule; increased competition and NetRatings' business and
financial results. Information about potential factors that may
affect NetRatings' business and financial results is included in
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2005 and its quarterly reports on Form 10-Q, including, without
limitation, under the captions "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Risk Factors That May Affect Our Performance." Each of these
documents is on file with the SEC and is available free of charge
at the SEC's Internet site (http://www.sec.gov/). Readers of this
press release are referred to such filings. In connection with the
proposed merger, NetRatings will file a proxy statement with the
Securities and Exchange Commission. Stockholders of NetRatings are
urged to read the proxy statement regarding the proposed merger
when it becomes available, because it will contain important
information. Stockholders will be able to obtain a free copy of the
proxy statement as well as other filings containing information
about Nielsen and NetRatings, when available, without charge, at
the SEC's Internet site (http://www.sec.gov/). In addition, copies
of the proxy statement can be obtained, when available, without
charge, by directing a request to NetRatings, Inc., 120 West 45th
Street, New York, NY 10036, Attention: Susan Hickey, 212-703-5900.
NetRatings, its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding
NetRating's directors and executive officers is available in
NetRatings' proxy statement for its most recent annual meeting,
which was filed with the Securities and Exchange Commission on
April 28, 2006. Information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement, the Schedule 13E-3 transaction statement and
other relevant materials to be filed with the Securities and
Exchange Commission when they become available. DATASOURCE: The
Nielsen Company CONTACT: Jack Loftus, The Nielsen Company,
+1-646-654-8360, ; or Susan Hickey, NetRatings, +1-212-703-5909,
Web site: http://www.nielsenmedia.com/
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