Nielsen Investor WindAcre Sought $1.1 Billion to Support Take-Private Deal
Nielsen Investor WindAcre Sought $1 Billion to Support Take-Private Deal
(Bloomberg) -- The shareholder opposing the takeover of Nielsen Holdings Plc offered to support the take-private deal if it was awarded roughly $1.1 billion in additional equity, according to people familiar with the matter.
WindAcre Partnership, which owns a 9.6% stake in Nielsen, came out against the acquisition by a consortium led by Brookfield Asset Management Inc. and Elliott Investment Management this week, arguing the $28 purchase price undervalued the company.
During the takeover negotiations, WindAcre offered its support if the buyers granted it the equivalent of $40 for each of its 86.5 million shares and options in the form of equity in the closely held provider of media data services, the people said, asking not to be identified because the matter is private.
WindAcre’s stocks and options would have been valued at about $2.4 billion based on the $28 purchase price. With the sweetener it requested for itself, it wanted an additional $1.1 billion in equity in the newly privatized company, the people said. No other shareholders would have been eligible for the higher price.
The firm also asked for the option of rolling all or just a portion of of its investment into the new company, as well as some say over management and ownership changes, the people said.
Quickly Rejected
The unusual structure was quickly rejected by Brookfield and Elliott, the people said.
Representatives for WindAcre, Brookfield and Elliott declined to comment. A representative for Nielsen couldn’t immediately be reached for comment.
Shares of Nielsen have climbed 34% this year, giving the company a market value of $9.9 billion. The shares were little changed at $27.49 apiece Thursday at 2:16 p.m. in New York trading.
WindAcre has since said it opposes the announced deal and plans to try to block Nielsen from changing the structure of the agreement to require a simple majority of investors to support it rather than 75% of shareholders it would need under U.K. takeover law.
WindAcre’s Amin
Houston-based WindAcre was started by Snehal Amin, who was a co-founder of London-based activist firm TCI, which is run by Chris Hohn.
New York-based Nielsen, founded in 1923 as a market measuring firm, provides audience data services to many of the media industry’s premier networks. Led by Chief Executive Officer David Kenny, the company has vied with mixed results to adapt to the growth of streaming in the past decade.
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