Item 8.01. Other Events.
On August 9, 2022, Nielsen Holdings plc, a public limited company formed under
the laws of England and Wales ("Nielsen"), issued a press release announcing
that the court meeting and the special meeting of its shareholders ("the
Meetings") due to be held today have been postponed. The purpose of the Meetings
was to consider and vote on proposals to give effect to the transaction
contemplated by the previously announced definitive agreement for Nielsen to be
acquired by a private equity consortium (the "Consortium") composed of Evergreen
Coast Capital Corp., an affiliate of Elliott Investment Management L.P., and
Brookfield Business Partners L.P. together with other institutional partners.
The Meetings have been postponed to allow the Consortium to seek to finalize a
preliminary agreement with The WindAcre Partnership LLC, the beneficial owner of
approximately 27% of Nielsen's ordinary shares. A copy of the press release and
a copy of an e-mail communication from Nielsen's Chief Executive Officer to
Nielsen employees regarding the postponement are filed as Exhibit 99.1 and
Exhibit 99.2 respectively to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following is filed as an exhibit to this report:
Exhibit
No. Description of Exhibit
99.1 Press Release, dated as of August 9, 2022
99.2 Employee E-mail Communication, dated as of August 9, 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 possibility that Nielsen shareholders may not approve the
proposed transaction, 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.
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Additional Information and Where to Find It
This communication relates to the proposed transaction involving Nielsen. In
connection with the proposed transaction, Nielsen will file relevant materials
with the SEC, including Nielsen's definitive proxy statement on Schedule 14A
filed on July 8, 2022 (the "Proxy Statement"). This communication is not a
substitute for the Proxy Statement or for any other document that Nielsen may
file with the SEC and send to its shareholders in connection with the proposed
transaction. The proposed transaction will be submitted to Nielsen's
shareholders for their consideration. Before making any voting decision,
Nielsen's shareholders are urged to read all relevant documents filed or to be
filed with the SEC, including the Proxy Statement, as well as any amendments or
supplements to those documents, when they become available because they will
contain important information about the proposed transaction.
Nielsen's shareholders are able to obtain a free copy of the Proxy Statement, as
well as other filings containing information about Nielsen, without charge, at
the SEC's website (www.sec.gov). Copies of the Proxy Statement and the filings
with the SEC that will be incorporated by reference therein can also be
obtained, without charge, by directing a request to Nielsen Holdings plc, 675
6th Avenue New York, NY 10010, Attention: Investor Relations; telephone (410)
717-7134, or from Nielsen's website www.nielsen.com.
Participants in the Solicitation
Nielsen and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Nielsen's directors and executive
officers is available in Nielsen's definitive proxy statement for its 2022
Annual General Meeting, which was filed with the SEC on April 5, 2022. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, are contained in the Proxy Statement and other relevant materials to
be filed with the SEC in connection with the proposed transaction when they
become available. Free copies of the Proxy Statement and such other materials
may be obtained as described in the preceding paragraph.
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