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VNU Gets Higher Offer but Some Shareholders Continue to Voice Opposition


Amsterdam, Netherlands—Results of one of the most-watched acquisition bids were expected on May 4th. But when Valcon Acquisition upped its bid for VNU NV, the deadline for a decision was extended to May 19. The new bid increases the offer from EUR 7.5 billion to EUR 8.7 billion, including net indebtedness. It also lowers the required acceptance level from 95 percent of shareholders to 80 percent.

Under terms of the new deal, the offer price per ordinary share is increased to EUR 29.50, up EUR 0.75 from EUR 28.75, and per preferred share to EUR 21.00, up EUR 8.00 from EUR 13.00. VNU’s board, which had recommended acceptance of the first deal, continues to urge shareholders to vote for approval.

Even with the new valuation, however, some of the shareholders opposed to the first deal continue to voice opposition. Reuters reported that Knight Vinke Asset Management LLC, which holds a 1.3 percent stake and has been urging shareholders to decline the first offer, feels equally adamant about the new one, claiming the revised deal continues to undervalue VNU. However, other previously mute shareholders have come out in favor of the new bid: Reuters reports that Templeton Global Advisors, which holds a 14.7 percent stake, has announced its support.

The industry has been closely watching the deal since VNU’s shareholders had scuttled a different bid last year. Some have been pushing to break up the company and sell its units individually. VNU is the parent company of ACNielsen, Nielsen Media Research and print publications such as Adweek, Billboard and The Hollywood Reporter.

Valcon is controlled by a private-equity group consisting of affiliated funds of AlpInvest Partners NV, The Blackstone Group LP, The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. LP and Thomas H. Lee Partners, LP. In early February, the Blackstone Group entered into formal collaboration to pursue investment opportunities with the Blantyre Partners, the new strategic management and investment company of Robert Krakoff, former chairman and CEO of Advanstar.

The partnership merges Krakoff’s expertise in B2B media platform operations with Blackstone’s proven experience in media and communications investments. With more than 30 years of exhibition experience, many consider Krakoff the most experienced of the potential new owners. Insiders speculate that, should the deal go through, Krakoff will return to an operational role.

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