FTC to take longer review of Nielsen-Arbitron merger


FTC / Federal Trade CommissionNot long after an Arbitron investor launched a putative class action suit aimed at stopping the $1.26 billion buyout of the radio ratings company by Nielsen, Arbitron said after talks with the Federal Trade Commission, the two companies “have agreed to voluntarily provide the FTC with additional time” to consider the merger.

Nielsen will re-file a document starting a 30-day time period for initial review again. The filing deadline is 3/8, unless the FTC asks for added information or takes other action.

Filed in Delaware Chancery Court by shareholder Joseph Pace, the complaint says Arbitron’s board breached their fiduciary duty by approving Nielsen’s $48-per-share offer, claiming the deal announced 12/18 was quickly put together by a conflicted adviser. It also alleged the disjointed sale process favored the buyer and failed to maximize shareholder value.

RBR-TVBR recently spoke with Nielsen Vice Chair Susan Whiting on regulatory concerns with the Arbitron acquisition: “There are very distinct differences in the markets we serve, and Nielsen and Arbitron have different capabilities. We feel confident about the regulatory process and we look forward to announcing the completion of the acquisition of Arbitron as soon as possible.”

He said their plains for Arbitron is for it to become part of Nielsen’s existing “Watch” segment: “The acquisition will enable Nielsen to expand its measurement of dynamic media consumption per person from five hours to seven in the U.S. That’s seven very important hours a day for advertisers, measuring TV and video plus radio and music.”

We also asked how Arbitron’s PPM and streaming measurement features fit into Nielsen’s plans:

“Arbitron’s PPM and streaming measurement presents an opportunity to measure areas that are currently unmeasured, like out-of-home media consumption and streaming audio. Both Nielsen and Arbitron have been moving towards more passive forms of measurement to measure media consumption, and combined, Nielsen and Arbitron will be better able to solve for these unmeasured areas, as well as solving for deeper measurement of multicultural audiences,” she told us.

RBR-TVBR observation: Any merger of this magnitude will take time to get approval. There are going to be both shareholder and competitor challenges. One problem is that both companies are developing cross-platform measurement systems, which could create a bit of a monopoly in that space. But as to the core transaction, Nielsen is not in the same business as Arbitron’s core radio ratings measurement. As they’ve told regulators, there are big differences in the markets the two operations serve and they use different technologies.