Nielsen said Tuesday that it would be purchased by a group led by Evergreen Coast Capital Corporation, an affiliate of activist fund Elliott Investment Management L.P., which has been lobbying for a Nielsen sale, and Brookfield Business Partners L.P., in a deal that calls for an all-cash deal of for $28 per share, or $16 billion, including the assumption of debt. Nielsen had previously blocked a sale, saying it did not value the company’s growth prospects properly.
The sale takes place with Nielsen under the media industry’s microscope. TV networks and their owners have grown disenchanted with Nielsen’s ability to count viewers who may watch their favorite programs via digital means, on mobile screens on through streaming video. Nielsen has lost industry accreditation for its national TV ratings service, and is working on a new measurement methodology that would tabulate unduplicated cross-stream viewership, but it will not be rolled out in full for several months — well after the start of the industry’s annual “upfront” ad-sales market, which has long been based on Nielsen measures. Meanwhile, many of the media companies, including NBCUniversal, WarnerMedia and others have struck pacts with new measurement vendors to create so-called “alternate currencies” in time for the industry’s next “upfront” ad-sales market.
“After a thorough assessment, the Board determined that this transaction represents an attractive outcome for our shareholders by providing a cash takeout at a substantial premium, while supporting Nielsen’s commitment to our clients, employees and stakeholders,” said James A. Attwood, chairperson of Nielsen’s Board of Directors, in a statement. “The Consortium sees the full potential of Nielsen’s leadership position in the media industry and the unique value we deliver for our clients worldwide.”
Nielsen said the sale price represented a 10% premium over the group’s previous proposal and a 60% premium over Nielsen’s unaffected stock price as of March 11, 2022. The deal is subject to approval by Nielsen shareholders as well as regulators and will require approval from U.K. courts. If all conditions are met, the sale is expected to close in the second half of 2022.
The company’s new owners believe Nielsen will continue to be a robust competitor in the measurement business, despite recent developments. Nielsen is in the midst of testing a new system it calls “Nielsen One” that aims to tabulate audiences as they watch programming in both linear and digital fashion, something the industry has been craving for years. “After months of deep market analysis, industry diligence and management reviews, we are firmly convinced that Nielsen will continue to be the gold standard for audience measurement as it executes on the Nielsen ONE roadmap,” said Jesse Cohn, a managing partner, and Marc Steinberg, a senior portfolio manager, on behalf of Evergreen and Elliott. “Having first invested in Nielsen nearly four years ago, we have a unique appreciation for the Company’s ongoing relevance to the global, digital-first media ecosystem. Today’s outcome represents a significant win for Nielsen’s shareholders and for the business itself, as our multibillion-dollar investment will help Nielsen reinforce its transformation at this critical inflection point.”
They indicated that David Kenny, Nielsen’s CEO, would remain with the company.
The sale does not solve Nielsen’s current challenges. Last week, the Media Rating Council, an industry group that monitors measurement standards, said Nielsen’s remediation work to fix its current issues, was likely to extend well into the second quarter.