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. Last Updated: 07/27/2016

VNU Accepts $8.9Bln Buyout Offer

LONDON -- VNU, the Dutch owner of the Nielsen television rating service, accepted a sweetened 7.5 billion-euro ($8.9 billion) offer from a group of buyout firms including Blackstone Group and Kohlberg Kravis Roberts & Co.

The New York-based firms bid 28.75 euros per share, the company said in a statement on Wednesday. That is above the 28 to 28.50 euro range indicated in January. Shares of Haarlem, Netherlands-based VNU traded below the offer price amid concern the deal may not go through.

Shareholder Knight Vinke Asset Management rejected the offer, saying it "substantially undervalues" the company. Knight Vinke, which helped lead a shareholder revolt last year, called for two of the company's main units to instead be split off and sold separately, it said in an e-mailed statement.

"There won't be a deal at all if two or three large shareholders don't agree with the current bid," said Sander Van Oort, a media analyst at F. van Lanschot Bankiers in Den Bosch, Netherlands.

VNU's agreement ends almost two months of speculation over whether the group would make a formal bid for the company, which owns market researcher ACNielsen and publishes Hollywood Reporter and Billboard magazines. VNU became vulnerable to a takeover after shareholders forced the company to abandon a $6.3 billion purchase of IMS Health in November.

Shares of VNU declined as much as 18 cents, or 0.7 percent, to 27.18 euros, and traded at 27.30 euros at late afternoon in Amsterdam.

VNU is the biggest buyout announced this year. Buyout firms, flush with cash after raising a $134 billion for new takeover funds last year, have announced a record $61.5 billion of deals globally so far this year, according to data compiled by Bloomberg.

Knight Vinke has a VNU stake of "under 2 percent," said Martin Forrest, a spokesman. Knight Vinke last month lobbied VNU to try for a higher price by breaking itself up.

Knight Vinke, Fidelity Investments and Templeton Global Advisors led opposition that culminated in the collapse of the IMS deal and the resignation of chief executive officer Rob van den Bergh in November. He is now expected to leave when the buyout deal closes, VNU said Wednesday. "It's difficult to predict how shareholders will take it," Van den Bergh told analysts in Amsterdam about prospects for the deal's approval. "We have a good shot at it."

The group with Blackstone and KKR also includes Amsterdam-based AlpInvest Partners, Washington-based Carlyle Group, San Francisco-based Hellman & Friedman and Boston-based Thomas H. Lee Partners. London-based Permira Advisers pulled out last month.

The buyout group said in the release that it intended to keep VNU "substantially together as an integrated company.'' Group spokesman Hugh Morrison declined to comment further.

Under the terms of the offer, the company cannot be broken up for 18 months, finance director Rob Ruijter told analysts in Amsterdam. "We strongly believe that the valuation of VNU taken as a whole is greater" than being split apart, he said.

The purchase is "conditioned" upon 95 percent of shareholders tendering their shares, VNU said in the statement. VNU expects the public offer for its shares to begin in early to mid-April, and the process to be completed by mid-May, it said.