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Nielsen Board Discloses Proposal From Consortium To Acquire Company; Rejects Proposal Following Extensive Review And Shareholder Opposition

March 20, 2022

Nielsen Board remains highly confident in the Company's standalone prospects

Large shareholder WindAcre informed Nielsen and the Consortium of its ability and intention to acquire a blocking position to prevent shareholder approval of proposed transaction

Nielsen intends to commence share repurchases when the Company's trading window opens

NEW YORK, March 20, 2022 /PRNewswire/ -- Nielsen Holdings plc (NYSE: NLSN, "Nielsen" or the "Company") today announced that its Board of Directors ("Board") has determined not to proceed with an unsolicited acquisition proposal from a private equity consortium ("Consortium") that valued the Company at $25.40 per share. The Board reached this determination based on its comprehensive review of the proposal, with the assistance of its independent financial and legal advisors, and discussions with The WindAcre Partnership LLC ("WindAcre") under a confidentiality agreement. Nielsen also announced its intention to commence share repurchases under its previously approved $1 billion share repurchase authorization when the Company's trading window opens.

Nielsen's Board unanimously determined that the Consortium's offer significantly undervalues the Company and does not adequately compensate shareholders for Nielsen's growth prospects. As Nielsen's 2021 financial results demonstrate, the Company is achieving strong revenue growth while making significant progress in new product development and MRC reaccreditation. The Company also remains on track to deliver Nielsen ONE – a transformative cross-media solution that will evolve the metrics underpinning the more than $100 billion video advertising ecosystem – in 2022. With growing relevance as audiences shift to streaming, the Company is well positioned within the media ecosystem for long-term success and value creation.

Additionally, following feedback from WindAcre, one of Nielsen's largest shareholders, the Board determined that the transaction would be highly unlikely to receive shareholder approval. At the request of the Consortium, Nielsen entered into a confidentiality agreement with WindAcre. The confidentiality agreement permitted WindAcre to speak with the Consortium about the possibility of joining the Consortium. Following these discussions, WindAcre informed Nielsen and the Consortium that it had determined not to join the Consortium and that it would oppose the transaction as it views Nielsen's intrinsic value to be significantly higher than values proposed by the Consortium. 

WindAcre, which initially invested in the Company in 2013, also informed Nielsen that, if Nielsen were to accept the proposal, WindAcre intended to acquire direct ownership of sufficient shares to prevent shareholder approval of the proposed transaction. As disclosed in WindAcre's Schedule 13D filed with the SEC on March 14, 2022, WindAcre has economic exposure to Nielsen through total return swaps with respect to approximately 51,914,900 shares, or 14.44% of Nielsen's ordinary shares, in addition to its 9.61% common ownership. Under UK law, a scheme of arrangement requires approval of at least 75% in value of the shares voting on the transaction, with members of the Consortium not eligible to vote their shares.

Share Repurchases

The Nielsen Board believes that the value of Nielsen is well in excess of current trading prices and, accordingly, previously approved a $1 billion share repurchase authorization. Nielsen has not repurchased any shares under this authorization, pending resolution of the proposal from the Consortium. With the Board's determination not to proceed with the proposal, Nielsen intends to commence share repurchases when the Company's trading window opens, currently anticipated to occur after first quarter 2022 earnings planned for April 21, subject to Nielsen's prevailing stock price, market conditions, legal requirements and other factors.

Chairperson Commentary

"We continue to have strong confidence in the management team and Nielsen's strategy to create long-term value for shareholders," said James A. Attwood, Chairperson of the Board. "We are always open to exploring any avenue to create value for shareholders, but the Board is in agreement with WindAcre, one of our largest shareholders, that the Consortium's proposal significantly undervalues the Company. Further reflecting our confidence in the Company, we plan to commence share repurchases, which we expect to be an important element of our ongoing balanced capital allocation strategy."

Forward-looking Statements

This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those relating to Nielsen ONE, Nielsen's share repurchase authorization and intention to commence share repurchases, as well as those that may be identified by words such as "will," "intend," "expect," "anticipate," "should," "could" and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected. Factors leading thereto may include, without limitation, the risks related to the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the COVID-19 pandemic on Nielsen's business, the failure of Nielsen's new business strategy in accomplishing its objectives, economic conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen's business and other specific risk factors that are outlined in Nielsen's disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as Nielsen's 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.

About Nielsen 

Nielsen shapes the world's media and content as a global leader in audience measurement, data and analytics. Through our understanding of people and their behaviors across all channels and platforms, we empower our clients with independent and actionable intelligence so they can connect and engage with their audiences—now and into the future. 

An S&P 500 company, Nielsen (NYSE: NLSN) operates around the world in more than 55 countries. Learn more at www.nielsen.com or www.nielsen.com/investors and connect with us on Instagram, Facebook, Twitter, LinkedIn.   

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SOURCE Nielsen Holdings plc

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