Exhibit 99.1
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NIELSEN MEDIA
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RESEARCH
For Immediate Release
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Contact: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
VNU INC. AND NIELSEN MEDIA RESEARCH SIGN MERGER AGREEMENT
Nielsen Media Research Shareholders to Receive $37.75 Per Share in Cash
NEW YORK, AUGUST 16, 1999 -Nielsen Media Research (NYSE:NMR), the leading
provider of television audience measurement and related services in the
United States and Canada, announced today that it has entered into a
definitive merger agreement under which VNU USA Inc., a wholly-owned
subsidiary of VNU NV, will acquire all of the common stock of Nielsen Media
Research for $37.75 per share in cash. The aggregate value of the
transaction will be approximately $2.7 billion.
Headquartered in Haarlem, the Netherlands, VNU is a publicly traded
international publishing and information company whose operations include
marketing information services, consumer and business magazines, newspapers,
directory information services, educational textbooks, trade shows and
entertainment. Worldwide, the company employs approximately 15,000 people
and has annual revenues of more than $2.8 billion.
The definitive agreement provides for a cash tender offer by VNU USA for all
of the outstanding shares of Nielsen Media Research common stock at a price
of $37.75 per share. The tender offer will commence on August 20, 1999. The
tender offer is subject to a minimum tender condition of a majority of the
fully diluted Nielsen Media Research common shares being validly tendered and
not withdrawn. The tender offer will be subject to the satisfaction of
certain conditions specified in the tender offer materials. It is expected
that the offer will be consummated by the fall of 1999.
Following completion of the tender offer, VNU USA will consummate a
second-step merger in which the remaining Nielsen Media Research shares will
be exchanged for the same cash consideration. The merger is subject to
customary conditions.
The boards of directors of both companies have approved the transaction.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ acted as financial advisor to Nielsen Media
Research and provided a fairness opinion to its Board of Directors. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ acted as legal counsel. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. acted as
exclusive financial advisor to VNU, and ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇
LLP acted as legal counsel.
"This is an event of transforming importance for both VNU and for Nielsen
Media Research," said ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, president and chief executive officer
for Nielsen Media Research. "For VNU, the merger provides opportunities for
growth across the entire media landscape, including traditional and
interactive media and Internet services. For Nielsen Media Research, the
alliance provides opportunities to grow our core business in partnership with
VNU in the United States and Canada, as well as opportunities for global
expansion of our research and measurement business."
Nielsen Media Research (NYSE: NMR) is the leading provider of television
audience measurement and related services in the United States and Canada.
Its services provide audience estimates for all national program sources,
including broadcast networks, cable networks, Spanish language television,
and national syndicators. Local ratings services estimate audiences for each
of the 210 television markets in the U.S., including electronic metered
service in 46 markets. Nielsen Media Research provides competitive
advertising intelligence information through Nielsen Monitor-Plus, and
Internet usage and advertising information through ▇▇▇▇▇▇▇//NetRatings.
Additional information is available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
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Safe Harbor:
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This news release includes statements that may constitute
forward-looking statements pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Although Nielsen Media
Research believes the statements are reasonable, it can make no
assurances that such expectations will prove to be correct. This
information may involve risk and uncertainties that could cause actual
results to differ materially from the forward-looking statements.
Factors that could cause or contribute to such differences include, but
are not limited to, risks associated with competition in the market for
audience measurement, Internet or other measurement services; the
ability to develop new or advanced technologies and systems for the
company's business on a cost-effective basis; the ability to timely and
cost-effectively resolve any problems associated with the Year 2000
issue; the results of litigation and other contingencies affecting the
company; the ability to successfully achieve estimated effective tax
rates and overhead levels; regulatory and legislative initiatives;
leverage and debt service (including sensitivity to fluctuations in
interest rates); compliance with covenants in loan agreements; the
ability to obtain future financing on satisfactory terms; deterioration
in economic conditions, particularly in the media or other industries
where customers operate; and other factors detailed in the company's
Securities and Exchange Commission filings.
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