• by Joe Mandese , January 16, 2006

VNU officially went into play this morning, announcing it has received a buy-out offer from a consortium of private equity firms valued at about $8.8 billion. The offer, which is non-binding, follows weeks of due diligence by the consortium, which is comprised of AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., Permira and Thomas H. Lee Partners. While the companies did not disclose their plans for VNU, such firms are known more as break-up specialists than operators of companies and are expected to sell the assets of VNU piecemeal to other companies. VNU is the parent of Nielsen Media Research, ACNielsen and business publications such as Adweek, Billboard and The Hollywood Reporter.

The offer, which was dubbed disappointing by analysts and the European financial press, does not command much of a premium over VNU's current market capitalization, suggesting the pieces may in fact be greater than the whole.

VNU declined to comment on the offer, or its discussions with the bidders, but said it expects to provide more information "within three to four weeks."

VNU, which only recently had been seen as a suitor, became a takeover candidate when its management team was thrown into disarray following its ill-fated attempt to acquire healthcare industry researcher IMS Health, in a deal that some shareholders considered overvalued and not in line with VNU's strategic direction. The deal, which was championed by VNU Chairman Ron van den Bergh, led to a shareholder revolt that ultimately deposed van den Bergh and set the company in play.

The fact that an IMS deal was the trigger for those events is truly ironic, because by acquiring IMS, VNU had sought to recreate a company that operated under Dun & Bradstreet a decade ago whose assets were comprised of IMS, Nielsen Media Research and ACNielsen. That company was broken into three separately traded companies, two of which, Nielsen and ACNielsen, have since been acquired by VNU.

Among those assets, Nielsen has been the cash cow and greatest contributor to VNU's cash flow and profits, and is deemed to be an especially desirable acquisition target to players both inside the U.S. media research field, as well as those looking to move into the business.

Last week, Florida real estate tycoon Frank Maggio told MediaDailyNews he had formed a new company, Maggio Media Research, in an effort to roll-up key media research businesses in the U.S., and that Nielsen, as well as VNU's Nielsen//NetRatings stake and VNU's Scarborough Research division, were on the top of his list. He estimated the takeout value of those assets was between $3.5 billion and $4.0 billion.