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Parent gets offer to buy Nielsen

Some shareholders are balking, and even if the deal happens, there are no plans to change operations at the Oldsmar offices.

By JAMES THORNER
Published March 9, 2006

OLDSMAR - Nielsen Media Research's Dutch parent company has accepted a buyout offer of $8.9-billion, but no immediate changes are planned at the TV rating company's Oldsmar campus where 1,800 people work.

On Wednesday, Netherlands-based VNU NV said its board agreed to sell to a consortium of investors that would keep VNU's divisions intact for 18 months.

After that, the new owners could restructure or sell some or all of VNU's holdings, including Nielsen Media, sister company ACNielsen marketing research and Billboard, Hollywood Reporter and other magazines.

But a deal is far from assured. Approval requires the approval of 95 percent of VNU's shareholders and, according to published reports, many are balking, concerned the company is selling itself too cheaply.

The potential buyers are six private equity firms: AlpInvest Partners, Blackstone Group, Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners.

In a press release Wednesday, the investment group praised VNU's "market-leading assets" and "highly knowledgeable and dedicated employee base."

"We intend to capitalize on these strengths by keeping VNU substantially together as an integrated company and continue to pursue its long-term strategy," the statement read.

Nielsen Media became part of the VNU family when it was bought in 1999 for $2.7-billion. Nielsen and a related Internet measuring company grew about twice as fast as the company as a whole last year and accounted for about a quarter of the company's $4-billion in revenue.

Using electronic people meters that track TV viewing habits, Nielsen charges networks, TV stations and cable companies for the information, key to setting advertising rates.

Nielsen spokesman Jack Loftus wouldn't speculate about the rating company's long-term status within VNU, but said the 615,000-square-foot Oldsmar operation is critical to whichever company takes charge.

"It's business as usual," Loftus said from the New York corporate office. "Our sole job is to provide a service of value to the thousands of clients who rely on the data to make buying and selling decisions about commercial television. That focus hasn't changed."

None of more than a dozen Nielsen employees leaving the four-story glass office building would comment for publication about the buyout, citing company policy.

But few seemed concerned about ownership changes that have become fairly common with Nielsen's 1987 purchase by Dun & Bradstreet and 1999 purchase by VNU.

One spoiler could be an April shareholders meeting. One large stock owner, Knight Vinke Asset Management LLC, proposes severing Nielsen from VNU and placing it out to bid. Fidelity International, which holds 15 percent of VNU's European-traded shares, said it would probably oppose the buyout, too.

Separately on Wednesday, VNU reported profits of about $305-million for 2005. Nielsen Media has historically been its most profitable subsidiary.

VNU chairman Aad Jacobs said he considered selling the company in parts but concluded the conglomerate was worth more sold in one piece. VNU bought Nielsen Media for $2.7-billion in 1999 and later bought ACNielsen, reuniting the former sister companies.

"Based on a long and careful analysis . . . we concluded that this transaction best serves the interests of VNU's shareholders, clients and employees," Jacobs said.

Shareholders willing, the sale will probably close near the end of May, Loftus said.

Information from Times wires was used in this story. James Thorner can be reached at thorner@sptimes.com or 813 929-9415.

[Last modified March 9, 2006, 03:00:34]