Nielsen to buy 40 % remaining stake in NetRatings for $327 mn

MUMBAI: The Nielsen Company (formerly VNU) and NetRatings, Inc. has announced that they have entered into a merger agreement by which Nielsen, which already owns approximately 60 percent of NetRatings, would acquire the NetRatings shares it does not currently own at a price of $21.00 per share in cash, for a total purchase price of approximately $327 million.

An official announcement stated that the NetRatings board of directors approved the merger agreement following the unanimous recommendation and approval of an independent special committee of the NetRatings board of directors. The transaction price represents a 44.1 percent premium over NetRatings' closing price on 6 October 2006.

"The special committee carefully reviewed the transaction in consultation with our financial and legal advisors, and the merger agreement was the result of extensive negotiations between the parties. We believe that the merger is in the best interests of NetRatings' minority shareholders," said NetRatings board of directors, chairman of the special committee Arthur F. Kingsbury. The special committee was advised by Lehman Brothers Inc. and Gibson Dunn & Crutcher LLP.

The merger is expected to be completed in the second quarter of calendar year 2007, subject to customary conditions and approvals. The exact timing is dependent on the review and clearance of necessary filings with the Securities and Exchange Commission. The transaction is subject to shareholder approval of NetRatings, but Nielsen has agreed to vote all of its NetRatings shares in favour of the merger, thereby assuring approval at the NetRatings shareholders meeting relating to the merger, adds the release.

Nielsen chairman and chief executive officer David Calhoun said, "This transaction will provide fair value to NetRatings shareholders while also allowing Nielsen and NetRatings to better coordinate their strengths for the benefit of our mutual clients."

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