Last week, takeover rumors were swirling about the market research company Nielsen (NLSN). These have since come true. Nielsen has received a takeover offer worth billions from a private equity consortium with the participation of the hedge fund Elliott Management (behind which is the well-known major investor Paul Singer).
However, Nielsen rejects this takeover offer outright, which caused a significant drop in the share price yesterday.
Elliott Management and Brookfield Asset Management Join Forces
Behind the bidders is Elliott Management, which holds 4.6% of all Nielsen shares, according to Bloomberg, and Brookfield Asset Management.
Brookfield is one of the world’s leading alternative asset managers and one of the largest global investors in real assets, which include real estate, renewable energy, infrastructure and private equity. Headquartered in Toronto, Canada, the company manages a portfolio of public and private investment products for institutional and retail clients.
Now the consortium is offering $25.40 per Nielsen share. This corresponds to a market value of around $9 billion. Including the current debt of $5.8 billion, the total enterprise value is just under $15 billion.
Nielsen: Darling Of Investors
New York-based Nielsen, led by executive David Kenny, has been a target for leveraged buyouts in the past. In 2006, a consortium of Blackstone, Carlyle Group, KKR & Co. and Thomas H Lee Partners acquired the company. The company returned to the public market via an IPO in 2011. Previously, parts of the company had been spun off to private equity firms.
Nielsen says it is a global leader in market or audience research. With its Nielsen panels, Nielsen measures the user behavior of media companies across all channels and platforms. Most recently, the group generated annual revenue of $3.5 billion (+4.1% vs. 2020) with its approximately 14,000 employees in 55 countries. Pre-tax earnings were $843 million.
Accordingly, the financial consortium is putting 2.5 times last year’s revenue and 10.6 times operating profit on the table as part of the offer.
Another Major Investor Intervenes
But the bidders apparently did the math without the shareholders in mind – or one of Nielsen’s largest shareholders, WindAcre Partnership LLC. WindAcre holds 9.61% of all Nielsen shares and apparently has access to a total of 14.44% of the common shares via total return swaps.
The large investor describes the offer as unattractive because the company’s intrinsic value is “significantly higher.” WindAcre assesses the fair value at well over $40 per share.
Nielsen Rejects Takeover Offer, Announces Billion-Dollar Share Buyback Program
Nielsen rejects the takeover offer in a press statement. It also announced a $1 billion share buyback authorization. Purchases are expected to begin as soon as the company’s trading window opens, which is currently expected after first quarter results scheduled for April 21.
Where the company goes from here remains uncertain. What is certain is that it will not be an easy undertaking for the bidders. They will have to make a hefty dent in the purchase price if they want to win the interest of the market research giant.
