Publisher makes $2.7 bil offer

NEW YORK — Dutch publishing giant VNU is expanding further into the data delivery industry, with a $2.7 billion deal for Nielsen Media Research.

VNA USA Monday agreed to pay $37.75 per share in cash, a nice 15% premium to Nielsen’s closing stock price Friday of $32.81 world.

VNU owns a host of media assets around the world, including publishing, broadcasting, marketing services and tradeshows. Its U.S. holdings include Billboard magazine, Adweek, Brandweek, Mediaweek and the Hollywood Reporter.

Nielsen was spun off into its own publicly traded company a year ago. Since then, it’s been low-profile and rather adrift as a stock, despite a continuing monopoly in the TV ratings game and a run-up of its shares in recent months on takeover speculation.

While broadcasters and cable networks are always happy to slam Nielsen’s rankings and methodology, potential competing services haven’t ever gone very far. Nielsen’s head start is tremendous, and advertisers clearly aren’t likely to back a system created by broadcasters — the people they have to pay for airtime based on ratings. Nielsen’s recently formed NetRatings unit to measure Internet sites is going full steam ahead.

Bargain-minded

So, while some analysts in Amsterdam wondered just how Nielsen fits into VNU’s big picture, most see the agreement as an excellent one for the Dutch company, known as a penny-pinching dealmaker. The purchase of Nielsen would be VNU’s largest acquisition ever.

Excluding the assumption of Nielsen’s debt, VNU is paying $2.5 billion. Nielsen, which has 3,300 employees, posted revenue of $428 million and cash flow of $137 million for its latest fiscal year ended in June.

VNU said interim financing for the transaction will come from Merrill Lynch and AMRO Bank. Half of the purchase price will be refinanced through an equity offering, and the rest funded by cash-on-hand and borrowing.

VNU’s assets in Holland include a handful of regional TV stations, 50% of big film distributor RCV Entertainment and a stake in newly merged TV production powerhouse ID&DTV. VNU is also one of Europe’s largest publishers and owns several big music charting companies. VNU said Monday it intends to review “the strategic position of its Dutch newspaper division.”

Eye toward growth

Nielsen president John Dimling called the sale “an event of transforming importance” for both sides and one that “provides opportunities to grow our core business in partnership with VNU in the United States and Canada as well as opportunities for global expansion of our research and measurement business.”

VNU will launch its tender offer for Nielsen shares Aug. 20.

Not long ago, Nielsen used to belong to another big conglomerate, Dun & Bradstreet. In 1996, D&B split into three companies, Cognizant, which housed Nielsen Media and other businesses, AC Nielsen, the big marketing research and analysis firm, and a much smaller Dun & Bradstreet. Then, in 1998, Cognizant itself split in two, sending Nielsen off on its own.

Nielsen shares jumped $4.50 to close at $37.31 Monday.

(Marlene Edmunds in Amsterdam contributed to this report.)

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