Nielsen Rejects $25.40-A-Share Private-Equity Takeover Offer

New Nielsen Logo

Nielsen Holdings said its board rejected an offer from a consortium of private-equity investors worth $25.40 a share.

The company also said that one of its largest shareholders, WindAcre Partnership, said it would acquire a large enough position in Nielsen equity to block the takeover bid.

Nielsen’s board said the offer “significantly undervalues” the company, which said it was on track to get reaccredited by the Media Rating Council and deliver Nielsen One in 2022.

Also: Byron Allen Sues Nielsen Claiming Billion-Dollar Fraud

“We continue to have strong confidence in the management team and Nielsen's strategy to create long-term value for shareholders," said James A. Attwood, chairperson of Nielsen’s board. 

"We are always open to exploring any avenue to create value for shareholders, but the board is in agreement with WindAcre, one of our largest shareholders, that the consortium's proposal significantly undervalues the company. Further reflecting our confidence in the company, we plan to commence share repurchases, which we expect to be an important element of our ongoing balanced capital allocation strategy,” Attwood said.

On March 14, Nielsen stock jumped 30% on reports that a group of private equity companies including Elliott Management planned to make s buyout offer worth about $15 billion, including assuming Nielsen debt.

Elliott has owned a large stake in Nielsen since 2018 and criticized Nielsen's financial performance in 2022. After that Nielsen sold off its Global Connect business for $2.7 billion and other side cut costs.

At the same time, Nielsen has been under heavy criticism from the industry for its difficulties in adjusting to a more complex media environment including the growth of streaming, which has make measuring audiences more difficult, Nielsen One, which adds big data to Nielsen’s traditional panel of viewers, is designed to address the more fragmented TV consumption patterns.

The pressure on Nielsen intensified when the group representing networks and distributors, VAB, claimed that Nielsen under-reported viewing during the pandemic because it was unable to maintain the quality of its sample homes. The Media Rating Council confirmed the undercount and later suspended its accreditation of Nielsen’s national ratings service.

Byron Allen's Allen Media Group cited the VAB claims and the MRC's response in a lawsuit filed last week that accused Nielsen of perpetrating a billion-dollar-fraud on it as a customer.

Nielsen also disclosed that it had failed to include all of the out-of-home viewing it registered in its national ratings for several months.

Most major media companies have started to look for alternative measurement companies. Some are being used to evaluate the reach and effectiveness of multiplatform ad campaign and others are being tested for use as currency for buying and selling advertising–a role Nielsen has long dominated.

More recently the VAB asked Nielsen not to release its new ratings using big data because of discrepancies between the new and the old estimates. ■

Jon Lafayette

Jon has been business editor of Broadcasting+Cable since 2010. He focuses on revenue-generating activities, including advertising and distribution, as well as executive intrigue and merger and acquisition activity. Just about any story is fair game, if a dollar sign can make its way into the article. Before B+C, Jon covered the industry for TVWeek, Cable World, Electronic Media, Advertising Age and The New York Post. A native New Yorker, Jon is hiding in plain sight in the suburbs of Chicago.