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Dutch giant VNU has finally agreed to sell itself to a group of private equity firms for about E7.5 billion ($8.9 billion) in cash, and said the buyers intend to keep it in one piece.

But getting past shareholders is another story.

Including the assumption of VNU debt, deal is worth $10.3 billion.

While VNU — whose wide-ranging assets include the Hollywood Reporter, Billboard and Nielsen Media Research — said its board voted unanimously to support and recommend the transaction, the deal must still be approved by the company’s investors. Without their support, the sale is likely to fall through.

The price was higher than the consortium’s original nonbinding bid. But a number of big investors have said all along, and still believe, the company would fetch more if it were split into pieces.

Fidelity Intl., which holds about 15% of VNU shares, said Wednesday it wasn’t likely to support the buyout.

Knight Vinke Asset Management, which holds 2%, came out swinging against the sale plan, which it said “substantially undervalues the company.” The firm said it will push the company at the annual meeting to sell the businesses piecemeal and also propose its own nominees to VNU’s board.

VNU said it’s planning the shareholders’ meeting for mid-to-late April to vote on the deal, which will keep VNU “substantially together as an integrated company pursuing existing long-term strategy.”

“Based on a long and careful analysis of various alternatives, including remaining a stand-alone company and breaking up the company, we concluded that this transaction best serves the interests of VNU’s shareholders, clients and employees,” said Aad Jacobs, chairman of VNU’s supervisory board. He said the offer — which values VNU at $34.35 a share — “provides shareholders with an attractive price that fully reflects the independently assessed fair value of the company.”

VNU consists of three units: media measurement (Nielsen Media Research), marketing information (AC Nielsen) and business information, which includes trade shows and magazines like the Reporter, Billboard and Convenience Store News.

Nielsen Media Research is its most profitable division, accounting for 29% of revenue but 42% of profits. AC Nielsen, its market research firm, has been hurt by consolidation in retail, and its growth has slowed to mid-single digits.

The magazines and trade shows are the company’s least-profitable businesses, accounting for 19% of profit in 2005, according to Deutsche Bank estimates. Many analysts believe that part of the company could be sold even if the idea is to keep the rest whole. After all, the consortium gave itself some wiggle room by using the words “substantially intact.”

A spokesman for the consortium in New York declined to comment on its plans.

The buyout group consists of AlpInvest Partners, the Blackstone Group, the Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts and Thomas H. Lee Partners. They formed a new company, incorporated in the Netherlands, called Valcon Acquisitions, to pursue the transaction.

VNU’s CEO, Rob van den Bergh, will step down at the close of the transaction.

VNU was put into play, and van den Bergh was forced to proffer his resignation, last fall after shareholders scuttled a planned $6.8 billion acquisition of research and consulting firm IMS Health.

On Dec. 14, company disclosed that it had expressions of interest from various parties regarding a possible acquisition. In mid-January, it said it had received a nonbinding proposal to purchase the company for $33.46-$34.06 a share from the current group of equity firms, plus several that have since dropped out.

The company had hoped to clinch a deal by Wednesday, when it reported its 2005 financial results.

Net profit for the year rose slightly to $305 million, and revenue grew 4% to $4.12 billion. VNU said it had closely studied the possibility of a breakup and concluded it was a riskier proposition, noting the uncertainty of completing a split-up and individual sales since there were currently no other offers for the businesses.

It cited tax penalties, the loss of economies of scale and the additional expense of forming three separate publicly traded companies.

VNU also said it feared a negative client reaction to a split, as well as disruption and distraction of management and employees if a breakup and separate sales became a prolonged process.

VNU’s Hollywood trade paper The Hollywood Reporter on Wednesday named Howard Burns editorial director and Cynthia Littleton editor.