THE NETHERLANDS - VNU accepts EUR 7.5bn LBO offer

Guy
08 March 2006

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VNU NV, a leading global information and media company, and Valcon Acquisition BV, a holding company newly incorporated in the Netherlands, announced today that they have agreed to a public offer for VNU that values the company’s equity at EUR 7.5bn, or EUR 28.75 per common share.

The expectation that VNU would reach an agreement on the intended public offer for all of the company’s issued common shares and 7% preferred shares was realized after a meeting of the company’s supervisory board in Haarlem yesterday evening. Following the meeting, VNU and the offeror entered into a merger protocol for the purchase of the company. The offeror is controlled by a private-equity group consisting of affiliated funds of AlpInvest Partners NV, The Blackstone Group LP, The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. LP and Thomas H. Lee Partners LP.

The supervisory and executive boards of VNU, after giving due consideration to the strategic, financial and social aspects of the proposed transaction, unanimously support the offer and conclude that it is in the best interests of shareholders and all other stakeholders of VNU, and they unanimously recommend that shareholders accept the offer.

'Based on a long and careful analysis of various alternatives, including remaining a stand-alone company and breaking up the company, we concluded that this transaction best serves the interests of VNU’s shareholders, clients and employees,' said Aad Jacobs, chairman of VNU’s supervisory board. 'The all-cash offer provides shareholders with an attractive price that fully reflects the independently assessed fair value of the company.'

The offer will be an all-cash offer for all of the issued and outstanding common shares and all of the issued and outstanding 7% preferred shares of VNU NV. Based on the offer price of EUR 28.75 per common share, the value of the offer for the common shares is approximately EUR 7.5bn. Based on the offer price of EUR 13.00 per 7% preferred share, the value of the offer for the 7% preferred shares is approximately EUR 2m.

The offer price of EUR 28.75 per common share represents a multiple of 13.4x 2005 normalized EBITDA (adjusted for IMS and IRI settlement costs and book gains), and a 23% premium over the closing price on July 8, 2005, the last trading day prior to VNU’s announcement of its planned merger with IMS Health.

The aggregate value of the transaction is approximately EUR 8.6bn, or $10.3bn, including net indebtedness. VNU will not declare or pay any dividends on its common shares.

Launch of the offer is subject to completion of preparations and customary conditions. The closing of the transaction is conditioned upon 95% of VNU shareholders in each class, common and preferred, tendering their shares, as well as regulatory approvals and other customary closing conditions. Following the closing, VNU shares will no longer be listed on Eurolist by Euronext Amsterdam.