VNU NV, Haarlem, Netherlands, today accepted a €7.5 billion ($8.9 billion) all-cash buyout offer from a group composed of private equity firms Blackstone Group, Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts, Thomas H. Lee Partners and AlpInvest Partners. The offer values VNU, which owns ACNielsen, Nielsen Media Research, Adweek, Billboard and The Hollywood Reporter, at €28.75 per common share, according to a VNU statement. The group "intends to keep VNU substantially together as an integrated company," the statement said.
Knight Vinke Asset Management believes the deal substantially undervalues the company and won't support the offer, which requires shareholder approval. "KVAM believes that a higher value could be obtained by VNU's shareholders if the boards were publicly to open up the sale process to include a sale or spinoff of VNU's main constituent parts and to give equal consideration to a wider range of alternatives," Knight Vinke said in a statement. Martin Forrest, Knight Vinke director of communications, said the firm owns less than 2% of VNU.
KVAM in February sought inclusion of a shareholder proposal at VNU's annual meeting April 18 that would call for the modification of VNU's sale process and the appointment of Eric Knight, KVAM's CIO, to VNU's supervisory board. VNU hasn't said whether it will include Knight Vinke's proposal in the proxy ballot at its annual meeting.
Knight Vinke invests in underperforming companies, using shareholder activism to initiate change to improve shareholder value, according to another KV statement.
VNU's supervisory and executive boards recommend shareholders support the offer, which requires 95% of shareholders to tender their shares, as well as regulatory approval, the VNU statement said. VNU expects the public offer for its shares to commence in April and close by the end of May, its statement said.