VNU Proposes to Acquire Outstanding Public Minority Stake in Netratings for $16.00 Per Share in Cash
09 Ottobre 2006 - 2:00PM
Business Wire
VNU Group B.V., a leading global information and media company,
announced today that it is proposing to acquire the outstanding
publicly held minority interest in NetRatings, Inc. (NASDAQ:NTRT)
for $16.00 per share in cash, representing a 10% premium over the
Company�s closing price on October 6, 2006, and a 16% premium to
the six-month average closing price. NetRatings� substantial cash
position (approximately $180 million) represents a significant
portion of its equity value (approximately $4.90 per share), for
which VNU would not be expected to pay a premium. When calculating
the premium on an enterprise value basis, VNU�s offer represents a
15% premium over the Company�s valuation on October 6, 2006, and a
27% premium based on the six-month average closing price. VNU�s
offer values the Company at an enterprise value multiple of 54x and
36x over 2006 and 2007 EBITDA, respectively, based on Wall Street
estimates. VNU said its proposal represents an excellent
opportunity for NetRatings� stockholders to realize a fair price
for their shares. VNU owns 60.5% of the common stock of NetRatings
currently outstanding. Following the transaction, NetRatings would
become a wholly-owned subsidiary of VNU. VNU anticipates that
NetRatings� Board of Directors will form a special committee of
independent directors to consider the proposal, with the assistance
of outside financial and legal advisors. The proposed merger would
be subject to the negotiation and execution of a mutually
acceptable definitive merger agreement following confirmatory due
diligence by VNU and the approval of the NetRatings special
committee and the holders of a majority of all the outstanding
shares of NetRatings� common stock, as well as other customary
conditions. VNU has advised NetRatings that VNU is only interested
in acquiring the outstanding stock of NetRatings not currently
owned by VNU. VNU has stated that it has no interest in a
disposition of any of its stake in NetRatings. If a transaction
agreement is successfully negotiated, NetRatings and VNU will file
appropriate materials with the Securities and Exchange Commission
(SEC) and mail such materials to NetRatings� stockholders. There is
no assurance that any agreement will be reached. J.P. Morgan
Securities Inc. is serving as a financial advisor to VNU in the
transaction. CAUTIONARY STATEMENT: Statements in this document
represent the intentions, plans, expectations and beliefs of VNU
and involve risks and uncertainties that could cause actual events
to differ materially from the events described in this document,
including risks or uncertainties related to the success of VNU�s
negotiations with the special committee, whether the conditions to
the merger will be satisfied, as well as changes in general
economic conditions, stock market trading conditions, tax law
requirements or government regulation, and changes in the Internet
advertising and e-commerce industry or the business prospects of
NetRatings. VNU wishes to caution the reader that these factors, as
well as other factors described in NetRatings� SEC filings, are
among the factors that could cause actual events or results to
differ materially from VNU�s current expectations described herein.
About VNU VNU is a global information and media company with
leading market positions and recognized brands in marketing
information (ACNielsen), media information (Nielsen Media
Research), business publications (Billboard, The Hollywood
Reporter, Computing, Intermediair) and trade shows. VNU is owned by
a consortium of private-equity investors that includes AlpInvest
Partners, The Blackstone Group, The Carlyle Group, Hellman &
Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee
Partners. The privately held company is active in more than 100
countries, with headquarters in Haarlem, the Netherlands, and New
York, USA. VNU employs nearly 41,000 people and had total revenues
of EUR 3.5 billion in 2005. For more information, visit
www.vnu.com. VNU Group B.V., a leading global information and media
company, announced today that it is proposing to acquire the
outstanding publicly held minority interest in NetRatings, Inc.
(NASDAQ:NTRT) for $16.00 per share in cash, representing a 10%
premium over the Company's closing price on October 6, 2006, and a
16% premium to the six-month average closing price. NetRatings'
substantial cash position (approximately $180 million) represents a
significant portion of its equity value (approximately $4.90 per
share), for which VNU would not be expected to pay a premium. When
calculating the premium on an enterprise value basis, VNU's offer
represents a 15% premium over the Company's valuation on October 6,
2006, and a 27% premium based on the six-month average closing
price. VNU's offer values the Company at an enterprise value
multiple of 54x and 36x over 2006 and 2007 EBITDA, respectively,
based on Wall Street estimates. VNU said its proposal represents an
excellent opportunity for NetRatings' stockholders to realize a
fair price for their shares. VNU owns 60.5% of the common stock of
NetRatings currently outstanding. Following the transaction,
NetRatings would become a wholly-owned subsidiary of VNU. VNU
anticipates that NetRatings' Board of Directors will form a special
committee of independent directors to consider the proposal, with
the assistance of outside financial and legal advisors. The
proposed merger would be subject to the negotiation and execution
of a mutually acceptable definitive merger agreement following
confirmatory due diligence by VNU and the approval of the
NetRatings special committee and the holders of a majority of all
the outstanding shares of NetRatings' common stock, as well as
other customary conditions. VNU has advised NetRatings that VNU is
only interested in acquiring the outstanding stock of NetRatings
not currently owned by VNU. VNU has stated that it has no interest
in a disposition of any of its stake in NetRatings. If a
transaction agreement is successfully negotiated, NetRatings and
VNU will file appropriate materials with the Securities and
Exchange Commission (SEC) and mail such materials to NetRatings'
stockholders. There is no assurance that any agreement will be
reached. J.P. Morgan Securities Inc. is serving as a financial
advisor to VNU in the transaction. CAUTIONARY STATEMENT: Statements
in this document represent the intentions, plans, expectations and
beliefs of VNU and involve risks and uncertainties that could cause
actual events to differ materially from the events described in
this document, including risks or uncertainties related to the
success of VNU's negotiations with the special committee, whether
the conditions to the merger will be satisfied, as well as changes
in general economic conditions, stock market trading conditions,
tax law requirements or government regulation, and changes in the
Internet advertising and e-commerce industry or the business
prospects of NetRatings. VNU wishes to caution the reader that
these factors, as well as other factors described in NetRatings'
SEC filings, are among the factors that could cause actual events
or results to differ materially from VNU's current expectations
described herein. About VNU VNU is a global information and media
company with leading market positions and recognized brands in
marketing information (ACNielsen), media information (Nielsen Media
Research), business publications (Billboard, The Hollywood
Reporter, Computing, Intermediair) and trade shows. VNU is owned by
a consortium of private-equity investors that includes AlpInvest
Partners, The Blackstone Group, The Carlyle Group, Hellman &
Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee
Partners. The privately held company is active in more than 100
countries, with headquarters in Haarlem, the Netherlands, and New
York, USA. VNU employs nearly 41,000 people and had total revenues
of EUR 3.5 billion in 2005. For more information, visit
www.vnu.com.
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