Netratings (NASDAQ:NTRT)
Historical Stock Chart
From Jun 2019 to Jun 2024
![Click Here for more Netratings Charts. Click Here for more Netratings Charts.](/p.php?pid=staticchart&s=N%5ENTRT&p=8&t=15)
VNU Group B.V., a leading global information and media company,
announced today that it is proposing to acquire the outstanding publicly
held minority interest in NetRatings, Inc. (NASDAQ:NTRT) for $16.00 per
share in cash, representing a 10% premium over the Company’s
closing price on October 6, 2006, and a 16% premium to the six-month
average closing price. NetRatings’ substantial
cash position (approximately $180 million) represents a significant
portion of its equity value (approximately $4.90 per share), for which
VNU would not be expected to pay a premium. When calculating the premium
on an enterprise value basis, VNU’s offer
represents a 15% premium over the Company’s
valuation on October 6, 2006, and a 27% premium based on the six-month
average closing price. VNU’s offer values the
Company at an enterprise value multiple of 54x and 36x over 2006 and
2007 EBITDA, respectively, based on Wall Street estimates.
VNU said its proposal represents an excellent opportunity for NetRatings’
stockholders to realize a fair price for their shares.
VNU owns 60.5% of the common stock of NetRatings currently outstanding.
Following the transaction, NetRatings would become a wholly-owned
subsidiary of VNU.
VNU anticipates that NetRatings’ Board of
Directors will form a special committee of independent directors to
consider the proposal, with the assistance of outside financial and
legal advisors.
The proposed merger would be subject to the negotiation and execution of
a mutually acceptable definitive merger agreement following confirmatory
due diligence by VNU and the approval of the NetRatings special
committee and the holders of a majority of all the outstanding shares of
NetRatings’ common stock, as well as other
customary conditions.
VNU has advised NetRatings that VNU is only interested in acquiring the
outstanding stock of NetRatings not currently owned by VNU. VNU has
stated that it has no interest in a disposition of any of its stake in
NetRatings.
If a transaction agreement is successfully negotiated, NetRatings and
VNU will file appropriate materials with the Securities and Exchange
Commission (SEC) and mail such materials to NetRatings’
stockholders. There is no assurance that any agreement will be reached.
J.P. Morgan Securities Inc. is serving as a financial advisor to VNU in
the transaction.
CAUTIONARY STATEMENT: Statements in this document represent the
intentions, plans, expectations and beliefs of VNU and involve risks and
uncertainties that could cause actual events to differ materially from
the events described in this document, including risks or uncertainties
related to the success of VNU’s negotiations
with the special committee, whether the conditions to the merger will be
satisfied, as well as changes in general economic conditions, stock
market trading conditions, tax law requirements or government
regulation, and changes in the Internet advertising and e-commerce
industry or the business prospects of NetRatings. VNU wishes to caution
the reader that these factors, as well as other factors described in
NetRatings’ SEC filings, are among the
factors that could cause actual events or results to differ materially
from VNU’s current expectations described
herein.
About VNU
VNU is a global information and media company with leading market
positions and recognized brands in marketing information (ACNielsen),
media information (Nielsen Media Research), business publications
(Billboard, The Hollywood Reporter, Computing, Intermediair) and trade
shows. VNU is owned by a consortium of private-equity investors that
includes AlpInvest Partners, The Blackstone Group, The Carlyle Group,
Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee
Partners. The privately held company is active in more than 100
countries, with headquarters in Haarlem, the Netherlands, and New York,
USA. VNU employs nearly 41,000 people and had total revenues of EUR 3.5
billion in 2005. For more information, visit www.vnu.com.
VNU Group B.V., a leading global information and media company,
announced today that it is proposing to acquire the outstanding
publicly held minority interest in NetRatings, Inc. (NASDAQ:NTRT) for
$16.00 per share in cash, representing a 10% premium over the
Company's closing price on October 6, 2006, and a 16% premium to the
six-month average closing price. NetRatings' substantial cash position
(approximately $180 million) represents a significant portion of its
equity value (approximately $4.90 per share), for which VNU would not
be expected to pay a premium. When calculating the premium on an
enterprise value basis, VNU's offer represents a 15% premium over the
Company's valuation on October 6, 2006, and a 27% premium based on the
six-month average closing price. VNU's offer values the Company at an
enterprise value multiple of 54x and 36x over 2006 and 2007 EBITDA,
respectively, based on Wall Street estimates.
VNU said its proposal represents an excellent opportunity for
NetRatings' stockholders to realize a fair price for their shares.
VNU owns 60.5% of the common stock of NetRatings currently
outstanding. Following the transaction, NetRatings would become a
wholly-owned subsidiary of VNU.
VNU anticipates that NetRatings' Board of Directors will form a
special committee of independent directors to consider the proposal,
with the assistance of outside financial and legal advisors.
The proposed merger would be subject to the negotiation and
execution of a mutually acceptable definitive merger agreement
following confirmatory due diligence by VNU and the approval of the
NetRatings special committee and the holders of a majority of all the
outstanding shares of NetRatings' common stock, as well as other
customary conditions.
VNU has advised NetRatings that VNU is only interested in
acquiring the outstanding stock of NetRatings not currently owned by
VNU. VNU has stated that it has no interest in a disposition of any of
its stake in NetRatings.
If a transaction agreement is successfully negotiated, NetRatings
and VNU will file appropriate materials with the Securities and
Exchange Commission (SEC) and mail such materials to NetRatings'
stockholders. There is no assurance that any agreement will be
reached.
J.P. Morgan Securities Inc. is serving as a financial advisor to
VNU in the transaction.
CAUTIONARY STATEMENT: Statements in this document represent the
intentions, plans, expectations and beliefs of VNU and involve risks
and uncertainties that could cause actual events to differ materially
from the events described in this document, including risks or
uncertainties related to the success of VNU's negotiations with the
special committee, whether the conditions to the merger will be
satisfied, as well as changes in general economic conditions, stock
market trading conditions, tax law requirements or government
regulation, and changes in the Internet advertising and e-commerce
industry or the business prospects of NetRatings. VNU wishes to
caution the reader that these factors, as well as other factors
described in NetRatings' SEC filings, are among the factors that could
cause actual events or results to differ materially from VNU's current
expectations described herein.
About VNU
VNU is a global information and media company with leading market
positions and recognized brands in marketing information (ACNielsen),
media information (Nielsen Media Research), business publications
(Billboard, The Hollywood Reporter, Computing, Intermediair) and trade
shows. VNU is owned by a consortium of private-equity investors that
includes AlpInvest Partners, The Blackstone Group, The Carlyle Group,
Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee
Partners. The privately held company is active in more than 100
countries, with headquarters in Haarlem, the Netherlands, and New
York, USA. VNU employs nearly 41,000 people and had total revenues of
EUR 3.5 billion in 2005. For more information, visit www.vnu.com.