Elliott Management Group has cleared the last hurdle in its path toward ownership of the nation’s dominant audience measurement and consumer data analytics firm.
As such, the privatization of Nielsen Holdings plc is approaching the finish line for the onetime dissident shareholder — an entity Nielsen and another shareholder, Windacre Partnership, unsuccessfully fought against for eventual control of the multinational company.
Nielsen announced on Friday (7/29) that it has received all necessary governmental regulatory approvals required to complete its proposed transaction with a consortium of private investment funds led by Evergreen Coast Capital Corp., an Elliot affiliate, and Brookfield Business Partners L.P., together with institutional partners.
Furthermore, Nielsen shared that proxy advisory firm Glass Lewis has recommended that Nielsen shareholders vote for the proposal to approve the proposed transaction. This follows a July 25, 2022 report from Institutional Shareholder Services, another independent proxy advisory firm, also recommending that shareholders vote for the proposed transaction.
A pair of shareholder meetings are scheduled for Tuesday, August 9, beginning at 8:15am Eastern — a “Court Meeting” and a “Special Meeting.”
The key business of these shareholder meetings is to vote on certain proposals for Nielsen to be acquired for $28 per share in cash by the Elliott-led consortium. At the Court Meeting, which is convened by the High Court of Justice in England and Wales pursuant to U.K. law, to which Nielsen is subject, shareholders will vote on whether to approve the proposed transaction by way of a scheme of arrangement.
At the Special Meeting, which will immediately follow the Court Meeting, shareholders will vote on related proposals to carry the proposed transaction into effect, as well as an advisory proposal with respect to the compensation to be paid Nielsen’s named executive officers in connection with the proposed transaction.
As such, in 12 days Nielsen could be a privately held entity, bringing Elliott control after more than two years of unhappiness as a top institutional investor. On Thursday, April 30, 2020, news of an activist investor seeking to gain sway on a company’s board of directors first made headlines. It wasn’t Soohyung Kim and his desire to own TEGNA, which is also on track to becoming a reality. Rather, it was the securitization of an “information sharing and cooperation agreement” by Elliott agreed upon by Nielsen.
Elliott was founded in 1977, and by the end of 2021 managed approximately $51.5 billion in assets. The firm employs a staff of 480 people, including nearly half dedicated to portfolio management and analysis, trading and research, in its Florida headquarters.
On Elliott’s management committee are Paul Singer, Founder/President/Co-Chief Executive Officer/Co-Chief Investment Officer; and Jonathan Pollock, an Equity Partner, Co-Chief Executive Officer, Co-Chief Investment Officer, Chief Trading Officer, and member of the Management, Risk, Valuation, Compliance and Operational Risk, Allocation and Global Situational Investment Committee.
Eight other key team members comprise Elliott’s Management Committee.
With COVID-19 raging across North America and Europe, Nielsen revealed an engagement announcement with Elliott. It saw, per Elliott’s request, the June 2020 addition of Jonathan Miller, CEO of Integrated Media Co. (IPG) and the Chairman/CEO of News Corporation’s digital media group from April 2009 until October 2012, to the Nielsen board. This was done prior to the separation of Nielsen’s Global Connect business and the company’s go-forward strategy.
At the time, Elliott held a 13% economic interest in Nielsen. As of March 30, it directly held 16 million shares, a 4.62% stake.
Windacre, which sought to drum up support from those opposed to Elliott, had a 9.61% stake in Nielsen.
That effort failed, even with Nielsen’s early snub of Elliott’s privatization offer. On March 20, Elliott’s offer was spurned by Nielsen’s board. “The board reached this determination based on its comprehensive review of the proposal, with the assistance of its independent financial and legal advisors, and discussions with The WindAcre Partnership LLC under a confidentiality agreement,” the company said.
Eight days later, Nielsen had a change of heart, agreeing to the Elliott plan so long as a “Go Shop” opportunity was put in place. That happened. Nielsen did not receive a more favorable takeover offer from other suitors.
As such, Elliott is the winner for Nielsen, engineering a deal valued at some $16 billion.
With the Opening Bell on the NYSE, Nielsen shares were at $24.26 as of 10:15am Eastern. That bests its price from one year ago and is in line with pricing seen four years ago for NLSN. And, it still indicates that Nielsen is receiving a premium from Elliott, given the agreed-to share price in the privatization agreement.
