Bloomberg News

VNU Has Over 90% of Share Capital Tendered, Committed

May 31, 2006

VNU NV, the Dutch owner of market researcher ACNielsen, and Valcon Acquisition BV said more than 90 percent of VNU's share capital has been tendered or committed.

VNU said 11.95 percent of the ordinary share capital has been tendered since the start of the post-acceptance period, which runs until June 9, according to a statement from the company issued through Business Wire.

Haarlem, Netherlands-based VNU said on May 21 that 78.7 percent of shareholders accepted a 7.58 billion-euro ($9.69 billion) offer from a buyout group, formally known as Valcon Acquisition BV, which includes Boston-based Thomas H. Lee Partners LP and Kohlberg Kravis Roberts & Co.

Knight Vinke Asset Management LCC Chairman Eric Knight, who had campaigned for investors to reject the group's offers, dropped his opposition as the May 19 bid deadline approached.

Knight's move cleared the way for the group, which also includes AlpInvest Partners NV of Amsterdam, Blackstone Group LP (BX:US), Washington-based Carlyle Group and San Francisco's Hellman & Friedman LLC. VNU said May 4 that the group had raised its offer to 29.50 euros a share from 28.75 euros, and asked shareholders to accept the offer because it offered certainty.

VNU and the group of buyout firms declared the offer unconditional on May 21.

Knight said on May 19 he would offer his 1.2 percent stake, even though he believed the bid undervalued VNU, Martin Forrest, a Knight Vinke spokesman, said then.

The new offer values VNU at about 8.7 billion euros including debt, VNU said May 4. The buyout group also lowered the threshold for the bid to be made unconditional to acceptances of 80 percent from 95 percent, VNU said.

Valcon reiterated that it will de-list VNU shares, VNU and Valcon said in today's statement.

To contact the reporter on this story: Aisha Phoenix in London at aphoenix@bloomberg.net.

To contact the editor responsible for this story: Zimri Smith at zsmith@bloomberg.net.


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