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Why Nielsen turned down a $15bn buyout offer

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By Kendra Clark | Senior Reporter

March 21, 2022 | 5 min read

TV ratings titan Nielsen has thumbed its nose at a buyout bid from private investors that valued the company at more than $25 per share. The decision comes amid growing scrutiny of the company’s media measurement practices.

Closeup shot of hundred dollar bill featuring Benjamin Franklin's face

Nielsen has turned down a buyout offer, arguing that the valuation is too low / Vladmir Solomia

Nielsen has rejected a takeover bid by a private equity consortium that included its investor Elliott Management and a handful of unnamed private equity players. On Sunday the media rating and measurement firm announced that its board of directors unanimously decided not to move forward with the offer from the multi-business group, citing concerns that the offer “significantly undervalues” the company. The offer valued the company at $25.40 a share – estimated to be worth $15bn.

Nielsen also noted that the deal would be unlikely to garner shareholder approval – a sentiment reinforced by the WindAcre Partnership, Nielsen’s largest shareholder (holding 14.44% of the company’s ordinary shares in addition to 9.61% common ownership), which put out a statement saying that it would not support the deal. Snehai Amin, managing partner at the Houston, Texas-based investment firm, argued that the offer fails “to recognize Nielsen’s intrinsic value.”

Nielsen’s chair James Attwood also clarified that the decision to turn down the bid was made after consulting WindAcre. “We are always open to exploring any avenue to create value for shareholders, but the board is in agreement with WindAcre ... that the consortium’s proposal significantly undervalues the company,” he said in a statement.

On Monday morning, shares dropped 17.6% in premarket trades in the wake of the news, following a 40% spike on March 14 amid initial buzz around the potential buy. Nielsen has said that it plans to buy back through a recent $1bn share repurchase authorization when its trading window opens next month.

Industry experts conjecture that accepting the bid would have signaled a demise for Nielsen. "If [the] acquisition [went] through, it would likely signal the beginning of the end for Nielsen and traditional measurement," says John Hamilton, the chief executive officer of connected television (CTV) ad firm TVDataNow. "I suspect Elliott Management [and other buyers] would sell off what tech they could and milk cashflows where they couldn't. All the while, it's unlikely they would invest in new technology."

Nielsen is already facing pressure. The company has in recent months come under fire for media measurement inaccuracies that have long-standing clients jumping ship for competitors – many of whom are investing in alternative and new approaches to media measurement. Industry players argue that the company's panel-based approach to CTV measurement is antiquated and unreliable.

The media industry at large is seeking new means by which to improve ad targeting and measurement within the ecosystem of CTV and over-the-top (OTT) media. "Streaming is a disruptive force in measurement of TV advertising and requires new and innovative approaches that take advantage of all that this exciting new channel has to offer," Hamilton says. "And this highlights how wide open streaming advertising measurement ecosystem is for new attribution players."

In order to Nielsen to maintain its position as an industry mainstay, he says, the company needs to pivot toward new methods of measurement and invest in new technology. And that doesn't always promise immediate profits. "Nielsen will need to find investors who are comfortable with the potential quarterly losses that come with investment in new tech," he says.

Others suggest that this is an opportune moment for Nielsen challengers. "Nielsen’s objection that the offer undervalued their ‘intrinsic value’ seems more like price negotiation than a flat out rejection — it signals that Nielsen is still bullish about their future prospects, even as we enter a multi- [measurement] currency world," says Chris Kelly, chief executive officer at marketing analytics company Upwave. "Meanwhile, emerging currency competitors are proving valuable and gaining lots of traction. To them, uncertainty around the future of the industry's biggest player is certainly good news, so I'd imagine those challengers are not opposed to a long, draw-out negotiation process between Nielsen and [potential] acquirers."

Nielsen rejected a request for comment, as did Roku or Disney, both of whom have ongoing partnerships with the firm.

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