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Published December 19, 2006 at 12:16 AM
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A LONG TIME COMING
The deals are the latest for VNU, which traversed its own, long path to a buyout earlier this year.
After five months, the consortium of bidders that had been vying for control of VNU, Valcon Acquisition BV, cleared its last hurdle in May 2006 and warned dissenters against interfering in its $11 billion takeover of the media giant, or risk losing liquidity or a drop in governance rights.
HEAVY HITTERS
- The high-profile buyout team six-strong includes AlpInvest Partners NV, Blackstone Group LP, Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners LP. Valcon first launched a tentative offer in January for a take-private of the Dutch media titan, which owns Nielsen TV ratings, ACNielsen consumer tracking business and entertainment trade pubs like Billboard and Hollywood Reporter.
- The offer, later boosted in March to $10.3 billion, received fierce opposition from a shareholder group led by Eric Knight, at the helm of Knight Venke Management LLC, a 1.5% VNU stakeholder. Friday, Knight did an about face and pledged support for the offer, which looks like enough to turn the tables.
- On May 4, the buyout shops sweetened their bid and lowered the threshold to make the bid unconditional, from 95% to 80%, and said they would consider lowering the threshold again to as low as 60%. The offer price rose from $36.81 to $37.78 per common share, and to $26.90 from $16.65 per preferred share.
- The increased offer quickly gained approval from Franklin Templeton Investments, which owns 14.7% of VNU, and provided a surge of momentum to finally close the deal.
- It is unclear whether the nearly 20% shares of VNU controlled by Fidelity Investments Ltd. were tendered, but the buyout group's Monday declaration of their offer unconditional makes that relatively unimportant.
FATEFUL DATES & MAGIC NUMBERS
- On Sunday, Valcon put forth a post acceptance period expiring June 9, in which dissenting shareholders can tender their shares.
- In mid-April, VNU management, in support of a buyout, announced it would make the bid central to its upcoming shareholders meeting and postpone it from mid-April to June 13.
- VNU shares climbed .31% midday Monday to $29.46 apiece on the Euronext, or two cents above their 52 week high hit May 18. The Netherlands-based media group's shares are trading far above their 52-week low of $21.34 last May before takeover talk first began.
WHAT GOT IT ALL STARTED...
- Last fall, VNU shareholders, including Knight Vinke and Fidelity Investments Ltd., led a move to stop the media group from paying $6.3 billion for Fairfield, Conn.-based IMS Health Inc. That blocked deal was what marked VNU as a takeover target to begin with.--Carolyn Murphy
| Dealwatch executive summary |
The Date |
The Action |
| 12.18.06 |
3i agrees to buy VNU's Business Media Europe group. |
| 10.09.06 |
VNU proposes to acquire NetRatings outstanding minority interest. |
| 5.31.06 |
Valcon says VNU shareholders have tendered an additional 11.65% of shares, turning 90% of the company over to the consortium. |
| 5.21.06 |
Valcon says it has gained approval from shareholders controlling 78.7% of VNU stock and that it will move ahead with its takeover. |
| 5.21.06 |
Valcon Acquisition BV calls its offer for VNU is unconditional. |
| 5.19.06 |
The private equity consortium vying for VNU clears a serious hurdle, but its offer expires with no word on whether it was accepted. |
| 5.04.06 |
Valcon ups its offer price for VNU, lowers the minimum acceptance rate and extends the deadline to May 19. |
| 4.13.06 |
VNU puts off its annual shareholders meeting until June 13 hoping to make the take-prave offer central to its agenda. |
| 4.06.06 |
In favor of a buyout, VNU management encourages shareholders to consider the offer. |
| 4.03.06 |
Valcon first signals willingness to lower the acceptance threshold. |
| 3.31.06 |
VNU shareholders with 40% of VNU reject a Valcon buyout. |
| 3.10.06 |
The shareholders in opposition to a buyout are urged to reveal their reasoning. |
| 3.09.06 |
VNU strikes a $20.3 billion deal with Valcon to go private, only to be met by stubborn shareholder disapproval. |
| 2.16.06 |
VNU settles a $55 million, lawsuit Information Resources Inc. brought against ACNeilson 10 years before. |
| 1.16.06 |
Valcon launches a tentative, $8.9 billion takeover offer for VNU. |
| 12.14.05 |
As prospective suitors examine their prey, VNU remains quiet. |
| 11.2005 |
Bowing to shareholder opposition, VNU walks away from a $7 billion plan to acquire IMS, defining itself as prime takeover-material. |
| 9.30.05 |
VNU NV shareholder opposition to a deal with IMS Health Inc. goes public. |
Source: The Deal |
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