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Firms offer to buy Nielsen owner

AMSTERDAM -- VNU NV is in talks to be acquired for as much as 7.3 billion euros ($8.8 billion) by a group of the world's biggest private equity firms, which submitted a bid for the Dutch-based market research company over the weekend.

The buyout firms -- Carlyle Group, Blackstone Group, Kohlberg Kravis Roberts & Co., Thomas H. Lee Partners, AlpInvest Partners, Permira, and Hellman & Friedman -- have offered 28 euros to 28.50 euros per share, VNU said yesterday, an offer some analysts called disappointing.

VNU, which owns the Nielsen TV ratings business, said it would negotiate with the group while it considers alternatives to best serve its shareholders.

It said it is not in talks with any other suitor.

VNU became a takeover target after investors forced it last year to abandon a $7 billion acquisition of US healthcare-data firm IMS Health and ousted chief executive Rob van den Bergh.

Rabo Bank analyst Hans Slob said he would be surprised if VNU's large shareholders, including Templeton Global Advisors, Fidelity Investments, and Knight Vinke Asset Management -- among the most ardent critics of the IMS deal -- would sell their shares at the offered price.

''Accepting the . . . bid also implies that investors miss an expected 500 million euro special dividend and the benefits from a 500 million euro share buyback programme in 2006," Slob wrote in a note.

VNU has promised to return 1 billion euros to shareholders. It is considering a share buyback, to start after March 8, as well as a special dividend -- paid prior to or after that date.

Fidelity, a 15 percent VNU stakeholder, which broke its usual silence to denounce the IMS deal, said it had no comment on the takeover proposal from the private equity firms.

Knight Vinke said yesterday that it had hired a management consultant in December to review VNU and expects to present those findings to the VNU board and to make an announcement next week.

Slob said it would not be surprising if the takeover bid was raised to at least 29 to 30 euros per share. Other private equity players such as Apax, Bain Capital, and CVC are still interested in VNU, he added.

The buyout firms that submitted the nonbinding offer will continue to review VNU's financial statements, and VNU said it expects to provide more information in three to four weeks.

VNU has rejected offers by suitors in years past.

The company is currently valued at 23 times estimated 2006 earnings, which makes it one of the most highly valued companies in the DJ Stoxx index of European media shares.

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