Nielsen Holdings plc (NYSE: NLSN) announced it has received all necessary governmental regulatory approvals required to complete its previously announced proposed transaction with a consortium of private investment funds (“Consortium”) led by Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P., together with institutional partners.
Nielsen also announced that Glass, Lewis & Co., LLC (“Glass Lewis”), a leading proxy advisory firm, recommended shareholders vote for the proposal to approve the proposed transaction. The Glass Lewis recommendation follows a July 25, 2022 report from Institutional Shareholder Services, Inc. (“ISS”), another leading independent proxy advisory firm, also recommending that shareholders vote for the proposed transaction.
Nielsen has two shareholder meetings scheduled for August 9, 2022 beginning at 8:15 AM ET: a “Court Meeting” and a “Special Meeting.” The key business of these shareholder meetings is to vote on certain proposals for Nielsen to be acquired for $28.00 per share in cash by the Consortium. At the Court Meeting (which is convened by the High Court of Justice in England and Wales pursuant to U.K. law to which Nielsen is subject), shareholders will vote on whether to approve the proposed transaction by way of a scheme of arrangement. At the Special Meeting (which will immediately follow the Court Meeting), shareholders will vote on related proposals to carry the proposed transaction into effect, as well as an advisory proposal with respect to the compensation to be paid Nielsen’s named executive officers in connection with the proposed transaction.