UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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5th Floor Endeavor House 189 Shaftesbury Avenue London, WC2H 8JR | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Nielsen Holdings plc, a public limited company formed under the laws of England and Wales (“Nielsen” or the “Company”), held two shareholder meetings on September 1, 2022: the court meeting convened by the High Court of Justice in England and Wales (the “Court Meeting”), and the general meeting of Nielsen shareholders held after the Court Meeting (the “Special Meeting”). A definitive proxy statement on Schedule 14A with respect to the Court Meeting and the Special Meeting was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2022, as supplemented by a proxy supplement filed with the SEC on August 19, 2022 (collectively, the “Proxy Statement”). Descriptions of each of the proposals voted upon at the Court Meeting and the Special Meeting are contained in the Proxy Statement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Proxy Statement.
For the purposes of the Court Meeting to vote on the Scheme (as defined in the Transaction Agreement, dated as of March 28, 2022, as amended on August 19, 2022, by and among the Company, Neptune Intermediate Jersey Limited and Neptune BidCo US Inc. (the “Transaction Agreement”)), there were 325,427,040 Scheme Shares (as defined in the Scheme) and 34,457,143 Excluded Shares (as defined in the Scheme), each Scheme Share being entitled to one vote at the Court Meeting, constituting all of the outstanding voting securities of the Company. The holders of the Excluded Shares, the Purple Green Excluded Shares and the WindAcre Shares did not vote at the Court Meeting, in accordance with U.K. legal requirements. The holders of a total of 182,803,308 Scheme Shares were present at the Court Meeting, either in person or by proxy, representing approximately 56.2% of the Scheme Shares issued and outstanding and entitled to vote, which constituted a quorum for the purpose of the Court Meeting.
At 6:00 p.m. Eastern time on August 16, 2022, the voting record time for the determination of Shareholders of Record entitled to vote at the Special Meeting, there were 359,884,183 Nielsen ordinary shares, each Nielsen ordinary share being entitled to one vote at the Special Meeting, constituting all of the outstanding voting securities of the Company. The holders of a total of 298,818,940 Nielsen ordinary shares were present at the Special Meeting, either in person or by proxy, representing approximately 83.0% of the Nielsen ordinary shares issued and outstanding and entitled to vote, which constituted a quorum for the purpose of the Special Meeting.
The final results of voting on each of the proposals submitted to a vote of Nielsen’s shareholders at the Court Meeting and the Special Meeting are as follows:
Court Meeting Voting Results
1. Court Scheme Proposal: To approve a Scheme to be made between the Company and the Scheme Shareholders (as defined in the Scheme).
Nielsen shareholders approved the Court Scheme Proposal with the following voting results:
| For |
Against | |
| 180,347,706 |
2,455,602 |
In addition, the Court Scheme Proposal was approved by the requisite majority in number of the Shareholders of Record who voted on the Court Scheme Proposal as required by U.K. law.
Special Meeting Voting Results
1. Articles Amendment and Scheme Implementation Proposal: To (a) authorize the members of the Board of Directors of the Company (the “Board”) to take necessary actions for carrying the Scheme into effect, (b) amend the Company’s articles of association, (c) direct the Board to deliver the order of the U.K. Court sanctioning the Scheme
under Section 899(1) of the Companies Act (once obtained) to the Registrar of Companies for England and Wales in accordance with the provisions of the Scheme and the laws of England and Wales and (d) direct the Board that it need not undertake a Company Adverse Recommendation Change in connection with an Intervening Event or a Company Superior Proposal or cause the Company to terminate the Transaction Agreement in order to enter into a definitive agreement relating to a Company Superior Proposal following the time at which the Company Shareholder Approval is obtained (capitalized terms in this clause (d) having the meanings set forth in the Transaction Agreement).
Nielsen shareholders approved the Articles Amendment and Scheme Implementation Proposal with the following voting results:
| For |
Against |
Abstain | ||
| 296,006,631 |
2,439,662 | 372,647 |
2. Compensation Proposal: To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the Transaction Agreement and the transactions contemplated by the Transaction Agreement.
Nielsen shareholders approved the Compensation Proposal with the following voting results:
| For |
Against |
Abstain | ||
| 234,380,160 |
64,029,652 | 409,128 |
| Item 8.01. | Other Events. |
On September 1, 2022, Nielsen issued a press release (the “Press Release”) announcing the preliminary results of the Court Meeting and the Special Meeting reflecting that all of the proposals have been approved by the requisite majorities of Nielsen shareholders. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated September 1, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Forward-Looking Statements
This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed transaction as well as those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding the proposed transaction and Nielsen ONE. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy in accomplishing Nielsen’s objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors,
technological developments, as well as legal and regulatory rules and processes affecting Nielsen’s business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement entered into pursuant to the proposed transaction (the “Agreement”), the risk that the parties to the Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsen ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission (the “SEC”). Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 2, 2022 | NIELSEN HOLDINGS PLC | |||||
| By: | /s/ Jennifer Meschewski | |||||
| Jennifer Meschewski Secretary | ||||||
Exhibit 99.1
Nielsen Announces Shareholder Approval of Transaction with Evergreen- and Brookfield-Led Consortium
Transaction Expected to Close in October 2022
New York—September 1, 2022 – Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced that at a court meeting and special meeting of its shareholders held earlier today, its shareholders have approved the previously announced definitive agreement (the “Transaction Agreement”) for Nielsen to be acquired by a private equity consortium (the “Consortium”) composed of Evergreen Coast Capital Corp. (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), and Brookfield Business Partners L.P. together with institutional partners (collectively “Brookfield”). Shareholders approved the $28.00 per share in an all-cash transaction valued at approximately $16 billion, including the assumption of debt.
The transaction, which is expected to close in October 2022, remains subject to customary closing conditions, including approval of the scheme of arrangement to implement the transaction by the UK Court and the delivery of a copy of the court order approving the transaction to the UK Companies Registry, as well as to the satisfaction of the other conditions set forth in the Transaction Agreement.
Upon closing, Nielsen will become a private company, and its shares will no longer be traded on the New York Stock Exchange.
Advisors
J.P. Morgan and Allen & Company LLC are acting as lead financial advisors to Nielsen. PJT Partners is also acting as an advisor to Nielsen. Wachtell, Lipton, Rosen & Katz, Clifford Chance LLP, DLA Piper, and Baker McKenzie are serving as legal advisors to Nielsen. Gibson, Dunn & Crutcher LLP and Herbert Smith Freehills LLP are serving as legal advisors to Evergreen and the Consortium, and Davis Polk & Wardwell LLP is acting as legal advisor to Brookfield. BofA Securities, Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Securities (USA) Inc., and Citi are serving as financial advisors to Evergreen and Brookfield.
About Nielsen
Nielsen shapes the world’s media and content as a global leader in audience measurement, data and analytics. Through our understanding of people and their behaviors across all channels and platforms, we empower our clients with independent and actionable intelligence so they can connect and engage with their audiences –now and into the future. An S&P 500 company, Nielsen (NYSE: NLSN) operates around the world in more than 55 countries. Learn more at www.nielsen.com or www.nielsen.com/investors and connect with us on social media (Twitter, LinkedIn, Facebook and Instagram).
About Elliott and Evergreen
Elliott Investment Management L.P. manages approximately $55.7 billion of assets as of June 30, 2022. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Evergreen Coast Capital Corp. is Elliott’s Menlo Park affiliate, which focuses on technology investing.
About Brookfield Business Partners
Brookfield Business Partners is a global business services and industrials company focused on owning and operating high-quality businesses that provide essential products and services and benefit from a strong competitive position. Investors have flexibility to invest in our company either through Brookfield Business Corporation (NYSE, TSX:BBUC), a corporation, or Brookfield Business Partners L.P. (NYSE: BBU; TSX:BBU.UN), a limited partnership. For more information, please visit https://bbu.brookfield.com.
Brookfield Business Partners is the flagship listed vehicle of Brookfield Asset Management’s Private Equity Group. Brookfield Asset Management is a leading global alternative asset manager with over $750 billion of assets under management. More information is available at www.brookfield.com.
Forward-Looking Statements
This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed transaction as well as those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding the proposed transaction and Nielsen ONE. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy in accomplishing Nielsen’s objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen’s business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement entered into pursuant to the proposed transaction (the “Agreement”), the risk that the parties to the Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsen’s ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission (the “SEC”). Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.
Contacts
Investor Relations: Sara Gubins, +1 646 283 7571; sara.gubins@nielsen.com
Media Relations: Connie Kim, +1 240 274 9999; connie.kim@nielsen.com
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Document and Entity Information |
Sep. 01, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Address, Country | GB |
| Amendment Flag | false |
| Entity Central Index Key | 0001492633 |
| Document Type | 8-K |
| Document Period End Date | Sep. 01, 2022 |
| Entity Registrant Name | NIELSEN HOLDINGS PLC |
| Entity Incorporation State Country Code | X0 |
| Entity File Number | 001-35042 |
| Entity Tax Identification Number | 98-1225347 |
| Entity Address, Address Line One | 675 Avenue of the Americas |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10010 |
| City Area Code | (410) |
| Local Phone Number | 717-7134 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Ordinary shares, par value €0.07 per share |
| Trading Symbol | NLSN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |