NETHERLANDS - VNU receives more than 80% of support for IPO

Wietske Blees
24 May 2006

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Industry sources suggest that more than 80% of VNU's share capital has been tendered, following Valcon's announcement that it declared its offer unconditional at 78.80%.

It is understood that Fidelity, owner of approximately 15% of the information and media company, is not among those that have changed their minds during the post-acceptance period which will close on 9 June.

Shareholders who do not wish to tender their shares in the post-acceptance period will run certain risks in connection with their continued shareholding in VNU including among others the loss of liquidity, increased leverage, reduced governance rights, changes to VNU's dividend policies and related tax issues. Should more than 95% of shares be tendered, the minority shareholders who do not wish to do so are by Dutch law required to sell their shares. If the 95% mark is not obtained however, a number of options remain open to VNU, including the possibility of a legal merger.