Announcement re: Valcon Tender Offer for Nielsen Media Research (a VNU N.V. Subsidiary)
June 12, 2006, Amsterdam, Netherlands - Valcon Acquisition B.V., ("Valcon") a company controlled by a private equity group consortium consisting of affiliated funds of AlpInvest Partners N.V., The Blackstone Group L.P., The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Thomas H. Lee Partners, L.P., announced today that, it had received, as of 5:00 p.m. New York City time, on June 9, 2006, tenders and consents from holders of a majority of the outstanding principal amount of 7.60% Notes due 2009 issued by Nielsen Media Research, Inc., a subsidiary of VNU N.V. (NA: VNUA), in connection with its previously announced cash tender offer and consent solicitation for such Notes.
As a result of the receipt of the requisite consents Nielsen Media Research, Inc. intends to enter into a supplemental indenture effecting the proposed amendments, substantially as described in the Offer to Purchase and Consent Solicitation Statement dated May 26, 2006 the "Offer to Purchase"), with the trustee under the indenture. The amendments will become effective when Valcon accepts for purchase the Notes validly tendered pursuant to the offer, but will not become operative until Notes are purchased pursuant to the tender offer.
In accordance with the terms of the Offer to Purchase, tendered Notes may no longer be withdrawn and consents may no longer be revoked, unless the tender offer and the consent solicitation is terminated without any Notes being purchased and in the other limited circumstances described in the Offer to Purchase.
Holders who have not yet tendered their Notes may tender such Notes until midnight, New York City time, on June 26, 2006, unless the tender offer is extended or earlier terminated by Valcon. The purchase price for any such tendered Notes is described in the Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. It is also not a solicitation of consents to amend the indenture governing the Notes. The tender offer and consent solicitation is not being made in Italy, France, Belgium or the United Kingdom as set forth in the Offer to Purchase. The tender offer and consent solicitation are made only by the Offer to Purchase. J.P. Morgan Securities Inc. is acting as dealer manager in connection with the tender offer and solicitation agent in connection with the consent solicitation. The Tender and Tabulation Agent is Deutsche Bank Trust Company Americas. Copies of the Offer to Purchase and related materials are available by contacting the Tender and Tabulation Agent at (800) 735-7777 and selecting option 1. Persons with questions regarding the tender offer and consent solicitation should contact the dealer manager at either (866) 834-4666 (toll-free), (212) 834-4802 (collect) or +44 207 742-7506 (collect).
About the Consortium
AlpInvest Partners is one of the largest private equity investors in the world with over EUR 30 billion of assets under management. Approximately 80% of these funds are invested by AlpInvest Partners in private equity funds globally, with the remainder invested directly in companies as a co-investor in Europe and the United States. AlpInvest Partners has approximately 55 investment professionals based in Amsterdam and New York. Its shareholders and main clients are ABP and PGGM, two of the largest pension funds in the world with respectively EUR 187 billion and EUR 69 billion of assets under management (as per September 2005). http://www.alpinvest.com/
The Blackstone Group
The Blackstone Group, a leading investment and advisory firm with offices in New York, Atlanta, Boston, Los Angeles, London, Hamburg, Paris and Mumbai, was founded in 1985 and has raised over $50 billion for alternative asset investing. Blackstone has completed or committed to 96 private equity transactions with a total transaction value of $138 billion. In addition to private equity investments, Blackstone's core businesses include real estate investments, corporate debt investments, distressed debt, marketable asset management, corporate advisory services and restructuring advisory services. Blackstone's Private Equity Group has been a long-time investor in media and communications and seeks to partner with and support outstanding management teams in creating long-term value in market-leading businesses. Notable investments in the communications and media industries include: Bresnan Communications, Columbia House, Houghton Mifflin, Freedom Communications, Montecito Broadcasting Group, New Skies Satellites, Sirius Satellite Radio, SunGard Data Systems and Susquehanna Radio. http://www.blackstone.com/
The Carlyle Group
Carlyle is a global private equity firm with approximately $35 billion under management. Carlyle invests in buyouts, venture capital, real estate and leveraged finance in North America, Europe and Asia. Since 1987, the firm has invested approximately $15 billion of equity in over 440 transactions. The firm conducts its investment activities through focused industry groups that leverage the extensive operating, corporate, and government experience of its partners. Media and Telecom is a long-standing area of investment focus for Carlyle. Currently, Carlyle's Media and Telecom group is anchored by 16 investment professionals primarily focused on completing leveraged acquisitions in partnership with strong management teams. Carlyle's recent media and telecom investments include: Casema, Dex Media, Hawaiian Telcom, Insight Communications, Loews Cineplex, PanAmSat and WILLCOM.
Hellman & Friedman
Hellman & Friedman LLC is a private equity investment firm focused on investing in superior business franchises and as a value-added partner to management in select industries including media, information services, financial services, professional services and energy. Since its founding in 1984, the Firm has raised and, through its affiliated funds, managed over $8 billion of committed capital. The Firm has offices in San Francisco, New York and London. The Firm's marketing services and media investments include Axel Springer AG, ProSiebenSat.1, Formula One, DoubleClick, Eller Media, Advanstar, Young & Rubicam and Digitas.
Kohlberg Kravis Roberts & Co.
KKR, founded in 1976, is one of the world's oldest and most experienced private equity firms. KKR specializes in management buyouts and has established itself as the largest and most active participant in the industry. KKR's investing activities are made on behalf of itself and its investors. These institutional investors include state and corporate pension funds, banks, insurance companies, other financial institutions, and university endowments. Since its founding, KKR has completed approximately 140 transactions globally with a total value of approximately $186 billion. Some of KKR's current investments include VendexKBB, SBS Broadcasting, PanAmSat and SunGard Data Systems. Other notable transactions include RJR Nabisco, Duracell, Safeway, Autozone, Willis, Stop & Shop, Yellow Pages Group, Legrand and Storer Communications.
Thomas H. Lee Partners
Thomas H. Lee Partners, L.P. is one of the oldest and most successful private equity investment firms in the United States. Since its founding in 1974, THL Partners has invested over $10 billion of equity capital in more than 100 businesses with an aggregate purchase price of more than $70 billion, completed over 200 add-on acquisitions for portfolio companies, and generated superior returns for its investors and partners. THL Partners identifies and acquires substantial ownership positions in large growth-oriented companies through acquisitions, recapitalizations and direct investments. The firm currently manages approximately $12 billion of committed capital, including its most recent fund, the $6.1 billion Thomas H. Lee Equity Fund V. Notable transactions sponsored by the firm include American Media, Fisher Scientific, Grupo Corporativo ONO, Houghton Mifflin, Nortek, ProSiebenSat.1, Snapple Beverage, Spectrum Brands, Transwestern Publishing, Warner Chilcott and Warner Music Group.
Forward Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those which use words such as "believe," "expect," "anticipate," "intend," "plan," "may," "will," "should," "estimate," "continue" or other comparable expressions. These words indicate future events and trends. The forward-looking statements in this press release include, without limitation, the statements about Valcon Acquisition B.V.'s plans, strategies and prospects. Forward-looking statements are Valcon Acquisition B.V.'s current views with respect to future events and financial performance. Although Valcon Acquisition B.V. believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from the forward-looking statements made in this press release include without limitation general economic conditions, conditions in the markets Valcon Acquisition B.V. is engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Valcon Acquisition B.V.'s business. It is advisable not to place undue reliance on these forward- looking statements.
The tender offer and the consent solicitation are not being made in the Republic of Italy. The tender offer and the consent solicitation have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, the tender offer and the consent solicitation are not made or made available to Holders who are Italian residents and/or persons located in the Republic of Italy and they may not submit offers to sell Notes in respect of any tender offer and consent solicitation and, as such, any offers to sell received from or on behalf of such Holders shall be ineffective and void. Neither the tender offer and the consent solicitation nor any other solicitation material relating to the tender offer, the consent solicitation or the Notes may be distributed or made available in the Republic of Italy.
The communication of the tender offer and the consent solicitation is not being made, and the tender offer and the consent solicitation have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the tender offer and the consent solicitation are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of the tender offer and the consent solicitation as a financial promotion is only being made by Valcon Acquisition or the Dealer Manager to, and is directed only at: (a) persons outside the United Kingdom; (b) those persons falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (c) any person to whom it may otherwise lawfully be made (such persons together being "relevant persons").
In Belgium, the tender offer and the consent solicitation are not being and will not be made, directly or indirectly, to, or for the account of, any person other than to professional or institutional investors referred to in article 3, 2* of the Belgian royal decree of 7 July 1999 on the public character of financial operations (the "Public Decree"), each acting on their own account. The tender offer and the consent solicitation have not been and will not be submitted to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financiere et des Assurances/Commissie voor het Bank, Financie en assurantiewezen) and accordingly may not be used in connection with any solicitation in Belgium except as may otherwise be permitted by Belgian law.
The tender offer and the consent solicitation have not been submitted and will not be submitted to the clearance procedures of the Autorite des Marches Financiers in France. The tender offer and the consent solicitation do not constitute a public tender offer for the purchase of Notes nor a public offering of financial instruments in France. Only providers of investment services relating to portfolio management for the account of third parties and/or qualified investors ("investisseurs qualifies"), all as defined in Articles L.411-1, L.411-2 and D.411-1 of the French Code Monetaire et Financier, are eligible to offer to sell Notes.
NOTE: NOT FOR DISTRIBUTION TO ANY ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE REPUBLIC OF ITALY
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