Nielsen parent accepts buyout; fight likely

AMSTERDAM -- The management and supervisory boards of VNU NV, Dutch owner of Nielsen's television ratings, said yesterday they had accepted an $8.9 billion buyout offer from a group of investors, setting up a new fight with VNU's rebellious shareholders.

The deal values VNU at $34.26 per share and is conditional on 95 percent shareholder acceptance. But it was immediately rejected as inadequate by some shareholders, throwing the company's future into confusion.

VNU's fate has been uncertain since November, when a group of the company's mostly American institutional shareholders blocked a $6.8 billion bid to buy IMS Health Inc. -- a show of strength unheard of in the Netherlands, where shareholders have no history of activism.

But yesterday's offer ''substantially undervalues the company," said Knight Vinke Asset Management, and proposed instead that the company be broken up, restructured, and sold.

Knight Vinke holds about 2 percent of shares, and was the mouthpiece of shareholder opposition during the IMS deal and after it fell apart.

Fidelity Asset Management, which holds 15 percent of VNU, is also ''unlikely to support the bid," said a spokesman, Richard Miles.

The Haarlem-based VNU does most of its business in the United States. As a publisher, it is best known for Billboard and Hollywood Reporter magazines. It said its boards unanimously support the offer from AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners.

It also reported full-year net profit rose to $305 million from $298 million, as sales rose 4 percent to $4.12 billion.

The company's chief executive, Rob van den Bergh, vowed to resign after the IMS deal fell apart. But he is still serving while the company seeks a replacement, and said yesterday he now expects to leave once the buyout has been completed.

He said the current agreement is the logical result of shareholder opposition to the IMS deal.