Nielsen Buys the Rest of NetRatings

By Linda Moss -- Multichannel News, 2/5/2007 5:29:00 PM

Under a merger agreement, Nielsen will purchase the remaining 40% of NetRatings it doesn’t already own for roughly $327 million, officials said Monday.

Nielsen, which already holds 60% of NetRatings shares, will buy the rest of its stock at a price of $21 per share in cash.

The NetRatings board of directors approved the merger agreement following the unanimous recommendation and approval of an independent special committee. The transaction price represents a 44.1% premium over NetRatings’ closing price last Oct. 6.

"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 the merger is in the best interests of NetRatings' minority shareholders," said Arthur F. Kingsbury, chairman of the special committee.

The special committee was advised by Lehman Bros. and Gibson, Dunn & Crutcher.

"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," Nielsen chairman and CEO David Calhoun said.

The merger is expected to be completed during the second quarter, 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 agreed to vote all of its NetRatings shares in favor of the merger, thereby assuring approval at the NetRatings shareholders’ meeting relating to the merger.

NetRatings delivers leading Internet-media and market-research solutions, marketed globally under the Nielsen//NetRatings brand.