NIELSEN HOLDINGS PLC ... NOTICE OF THE SPECIAL MEETING OF THE NIELSEN SHAREHOLDERS Nielsen Holdings

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Transcript of NIELSEN HOLDINGS PLC ... NOTICE OF THE SPECIAL MEETING OF THE NIELSEN SHAREHOLDERS Nielsen Holdings

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

    SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the

    Securities Exchange Act of 1934

    Filed by the Registrant È Filed by a Party other than the Registrant ‘

    Check the appropriate box:

    ‘ Preliminary Proxy Statement

    ‘ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    È Definitive Proxy Statement

    ‘ Definitive Additional Materials

    ‘ Soliciting Material under Rule 14a-12

    NIELSEN HOLDINGS PLC (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Payment of Filing Fee (Check the appropriate box):

    ‘ No fee required.

    ‘ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:

    (2) Aggregate number of securities to which transaction applies:

    (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

    (4) Proposed maximum aggregate value of transaction:

    (5) Total fee paid:

    È Fee paid previously with preliminary materials.

    ‘ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

    (2) Form, Schedule or Registration Statement No.:

    (3) Filing Party:

    (4) Date Filed:

  • December 23, 2020

    Dear Nielsen Shareholder:

    You are cordially invited to attend a general meeting of shareholders (the “Nielsen shareholders”) of Nielsen Holdings plc (“Nielsen,” the “Company,” “we” or “us”) (the “Nielsen special meeting”) to be held on February 11, 2021 at 9:00 a.m. (Eastern Time). You may attend online via live webcast at www.virtualshareholdermeeting.com/NLSN2021.

    At the Nielsen special meeting, you will be asked to consider and vote upon the proposal (the “Transaction Proposal”) to approve the proposed sale (the “Transaction”) of Nielsen’s Global Connect business (“Connect”) to newly formed entities (collectively, “Purchaser”) which are controlled by investment funds advised by affiliates of Advent International Corporation (“Advent”), pursuant to the terms of the Stock Purchase Agreement, dated as of October 31, 2020, between Nielsen and Purchaser (the “Stock Purchase Agreement”). Specifically, under the Stock Purchase Agreement, we have agreed to sell to Purchaser the equity interests of certain subsidiaries which contain Connect. The purchase price to be paid by Purchaser is (i) $2,700,000,000 in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and (ii) a warrant to purchase equity interests in the company that will own Connect following the closing of the Transaction (the “Closing”), exercisable in certain circumstances (the “Warrant”).

    Following the Closing, Nielsen will continue to be a public limited company formed under the laws of England and Wales traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol “NLSN” and will continue to operate its Global Media business (“Media”).

    The Board of Directors of Nielsen (the “Nielsen Board of Directors”) considered a range of strategic options with respect to Connect and considered a number of factors in evaluating the Transaction. Based on its review, the Nielsen Board of Directors has (i) determined that the transactions contemplated by the Stock Purchase Agreement and the other Transaction Documents (as defined herein), including the Transaction, would be most likely to promote the success of Nielsen for the benefit of the Nielsen shareholders as a whole, (ii) approved the execution, delivery and performance of the Stock Purchase Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, including the Transaction, (iii) resolved to recommend that the Nielsen shareholders vote in favor of the Transaction, and (iv) directed that the Transaction be submitted for approval by the Nielsen shareholders at the Nielsen special meeting. The Nielsen Board of Directors recommends that the Nielsen shareholders vote “FOR” the Transaction Proposal.

    Your vote is very important, regardless of the number of ordinary shares, €0.07 nominal value per share, of Nielsen (the “Nielsen ordinary shares”) you own. The Transaction Proposal must be approved by a simple majority of the votes cast at the Nielsen special meeting virtually or by proxy. Only Nielsen shareholders who owned Nielsen ordinary shares as of the close of business in New York on December 23, 2020, the record date for the Nielsen special meeting (the “record date”), will be entitled to vote at the Nielsen special meeting.

    To vote your shares, you may return your proxy card by mail, submit a proxy via the Internet or by telephone (as specified in the Internet and telephone voting instructions contained in the proxy statement), or attend the Nielsen special meeting and vote online. If your shares are held in the name of a brokerage firm, bank, trust or other nominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder in order to vote at the Nielsen special meeting. Even if you plan to attend the Nielsen special meeting online, we urge you to promptly submit a proxy

  • for your shares via the Internet or by telephone or by completing, signing, dating and returning the accompanying proxy card by mail. If you attend the Nielsen special meeting and wish to vote online, you may revoke your proxy and vote online.

    If you fail to return your proxy by mail, submit a proxy via the Internet or by telephone, attend the Nielsen special meeting and vote online, or give voting instructions to your brokerage firm, bank, trust or other nominee, then your shares will not be counted for determining whether a quorum is present at the Nielsen special meeting, and will not be counted as a vote for or against the Transaction Proposal.

    The accompanying proxy statement provides detailed information about the Transaction, Connect and Nielsen. We encourage you to read the accompanying proxy statement, as well as the exhibits and documents incorporated by reference herein, carefully in their entirety.

    Thank you for your ongoing support of Nielsen.

    Sincerely,

    David Kenny Chief Executive Officer, Chief Diversity Officer Nielsen Holdings plc

    The accompanying proxy statement is dated December 23, 2020, and will be made publicly available at www.proxyvote.com and www.nielsen.com/investors beginning December 23, 2020, and notices of the accompanying proxy statement’s availability will be first sent to Nielsen shareholders on or about December 23, 2020.

  • NOTICE OF THE SPECIAL MEETING OF THE NIELSEN SHAREHOLDERS

    Nielsen Holdings plc

    Registered in England and Wales with registered no. 09422989

    Notice is hereby given that a general meeting of Nielsen Holdings plc (“Nielsen”) will be held on February 11, 2021 at 9:00 a.m. (Eastern Time) (such meeting, the “Nielsen special meeting”). Holders of ordinary shares, nominal value €0.07 per share (the “Nielsen ordinary shares”), of Nielsen (the “Nielsen shareholders”) will be asked to consider and, if thought fit, pass the following resolutions as ordinary resolutions (the “Resolutions”):

    Proposal 1: Transaction Approval

    To consider and vote on a proposal (the “Transaction Proposal”) to approve the proposed sale to Indy US BidCo, LLC and Indy Dutch BidCo B.V. (together, “Purchaser”), two newly formed entities which are controlled by investment funds advised by affiliates of Advent International Corporation (“Advent”), pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated as of October 31, 2020 (the “Stock Purchase Agreement”), between Nielsen and Purchaser, of the equity interests of certain Nielsen subsidiaries that contain Nielsen’s Global Connect business (such business, “Connect” and such transaction, the “Transaction”).

    The language of the resolution is as follows:

    RESOLVED, THAT:

    (A) upon the unanimous recommendation of the members of the Nielsen Board of Directors and subject to the satisfaction or waiver of the conditions contained in the Stock Purchase Agreement, the Nielsen shareholders hereby approve the Transaction for the purposes of Article 5.3 of the Articles of Association of Nielsen; and

    (B) each and any of the members of the Nielsen Board of Directors and the executive officers of Nielsen be and is hereby authorized to conclude and implement the Transaction and to do or procure to be done all such acts and things on behalf of Nielsen and each of its subsidiaries as they may, in their discretion, consider necessary or expedient for the purpose of giving effect to the Transaction with such amendments, modifications, variations or revisions thereto as are not of a material nature.

    Board Recommendation

    The Nielsen Board of Directors has (i) determined in good faith that the transactions contemplated by the Stock Purchase Agreement and certain other agreements to be entered into in connecti