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NEW YORK, May 7, 2020 /PRNewswire/ — Nielsen Backing plc (NYSE: NLSN) today appear the filing of an antecedent Anatomy 10 Allotment Anniversary with the U.S. Securities and Exchange Commission in affiliation with the Company’s proposed break of the Nielsen All-around Connect business into an independent, about traded company. The filing represents a cogent anniversary in the action of commutual the separation, which the Aggregation anticipates adeptness in the aboriginal division of 2021, accountable to assertive conditions.
As ahead announced, the proposed break of the Nielsen All-around Connect business would be structured as a administration to Nielsen shareholders of 100% of the shares of a new article captivation the Nielsen All-around Connect business. The administration will about be advised to authorize as tax-free to Nielsen shareholders for U.S. federal assets tax purposes. Aloft achievement of the transaction, almanac holders of Nielsen accepted banal would abide to advance their accepted buying absorption in both the Nielsen All-around Media business through their absolute Nielsen backing and the Nielsen All-around Connect business in the anatomy of shares of the new standalone company.
Nielsen All-around Connect has the best absolute compassionate of the world’s consumers and a all-around attendance in over 100 countries spanning added than 90% of the world’s population. It delivers trusted data, avant-garde solutions and basic insights to manufacturers and retailers, enabling them to accomplish analytical business and affairs decisions. Nielsen invented the abstraction of bazaar allotment 95 years ago and builds aloft that industry-defining addition every day.
David Kenny, Chief Controlling Officer, commented, “Our filing today is an important footfall in the action to actualize two independent, arch companies active audible advance strategies. The break will position anniversary of the businesses to bigger advantage their different aggressive advantages and serve audible end markets, while ensuring that they are best positioned to apprehend their abounding value.”
David Rawlinson, Chief Controlling Officer, Nielsen All-around Connect, added, “As a standalone company, Nielsen All-around Connect will actualize and ascertain the abutting aeon of customer and bazaar measurement. Anticipating the activating and added agenda needs of the retail and customer appurtenances industry has never been added important, and alone Nielsen All-around Connect has the abyss and across of adeptness to advance the way.”
The Anatomy 10 Allotment Anniversary is attainable at www.sec.gov beneath the name “Nielsen SpinCo B.V.” The Anatomy 10 Allotment Anniversary will be adapted in consecutive amendments as added advice apropos to the aftereffect becomes available, including pro-forma banking statements and added advice apropos basic structure, babyminding and added matters.
The break charcoal accountable to the achievement of assertive conditions, including accepting final approval from the Nielsen Board of Directors, cancellation of an assessment and cardinal apropos the U.S. federal assets tax analysis of the spin-off, the approval of Nielsen shareholders and works board consultations, achievement of financing, and the capability of the Anatomy 10.
Forward-looking Statements This anniversary absolution includes advice that could aggregate advanced statements fabricated pursuant to the safe anchorage accouterment of the Private Securities Litigation Reform Act of 1995. These statements accommodate those apropos our plan to aftereffect Nielsen All-around Connect as able-bodied as those that may be articular by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and agnate expressions. These statements are accountable to risks and uncertainties, and absolute after-effects and contest could alter materially from what anon is expected. Factors arch thereto may include, after limitation, the risks accompanying to the COVID-19 communicable on the all-around abridgement and banking markets, the uncertainties apropos to the appulse of the COVID-19 communicable on Nielsen’s business, the accepted allowances and costs of the aftereffect transaction, the accepted timing of achievement of the aftereffect transaction, the adeptness of Nielsen to complete the aftereffect transaction because the assorted altitude to the achievement of the aftereffect transaction (some of which are alfresco Nielsen’s control, including those altitude accompanying to authoritative approvals), business disruption during the pendency of or afterward the aftereffect transaction, aberration of administration time on the aftereffect transaction-related issues, abortion to accept the appropriate actor approval of the aftereffect transaction, assimilation of absolute administration aggregation members, the acknowledgment of barter and added parties to the aftereffect transaction, the accomplishment of the aftereffect transaction as a tax-free transaction for U.S. federal assets tax purposes (including whether or not an IRS cardinal will be obtained), abeyant dissynergy costs amid Nielsen All-around Connect and Nielsen All-around Media, the appulse of the aftereffect transaction on relationships with customers, suppliers, advisers and added business counterparties, accepted bread-and-butter conditions, altitude in the markets Nielsen is affianced in, behavior of customers, suppliers and competitors, abstruse developments, as able-bodied as acknowledged and authoritative rules affecting Nielsen’s business and added specific accident factors that are categorical in our acknowledgment filings and materials, which you can acquisition on http://www.nielsen.com/investors, such as our 10-K, 10-Q and 8-K letters that accept been filed with the Securities and Exchange Commission, as able-bodied as the allotment anniversary on Anatomy 10 filed by Nielsen SpinCo B.V. with the Securities and Exchange Commission in affiliation with the aftereffect transaction. Please argue these abstracts for a added complete compassionate of these risks and uncertainties. This anniversary of factors is not advised to be exhaustive. Such advanced statements alone allege as of the date of this columnist release, and we accept no obligation to amend any accounting or articulate advanced anniversary fabricated by us or on our anniversary as a aftereffect of new information, approaching contest or added factors, except as appropriate by law.
About Nielsen Nielsen Backing plc (NYSE: NLSN) is a all-around altitude and abstracts analytics aggregation that provides the best complete and trusted appearance attainable of consumers and markets worldwide. Nielsen is disconnected into two business units. Nielsen All-around Media, the adjudicator of accuracy for media markets, provides media and announcement industries with aloof and reliable metrics that actualize a aggregate compassionate of the industry appropriate for markets to function. Nielsen All-around Connect provides customer packaged appurtenances manufacturers and retailers with accurate, actionable advice and insights and a complete anniversary of the circuitous and alteration exchange that companies allegation to innovate and grow.
Our access marries proprietary Nielsen abstracts with added abstracts sources to advice audience about the apple accept what’s accident now, what’s accident next, and how to best act on this knowledge.
An S&P 500 company, Nielsen has operations in over 100 countries, accoutrement added than 90% of the world’s population. For added information, appointment www.nielsen.com.
From time to time, Nielsen may use its website and amusing media outlets as channels of administration of actual aggregation information. Banking and added actual advice apropos the aggregation is commonly acquaint and attainable on our website at http://www.nielsen.com/investors and our Twitter anniversary at http://twitter.com/Nielsen.
Important Added Advice In affiliation with the aftereffect transaction, Nielsen expects to book with the Securities and Exchange Commission (‘SEC”) a proxy anniversary of Nielsen, as able-bodied as added accordant abstracts apropos the aftereffect transaction. This advice is not a acting for the proxy anniversary or for any added certificate that Nielsen may book with the SEC and accelerate to its shareholders in affiliation with the aftereffect transaction. The aftereffect transaction will be submitted to Nielsen’s shareholders for their consideration. Before authoritative any voting decision, Nielsen’s shareholders are apprenticed to apprehend the proxy anniversary apropos the aftereffect transaction back it becomes attainable and any added accordant abstracts filed with the SEC, as able-bodied as any amendments or supplements to those documents, because they will accommodate important advice about the aftereffect transaction.
Nielsen’s shareholders will be able to access a chargeless archetype of the proxy statement, as able-bodied as added filings absolute advice about Nielsen, after charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy anniversary and the filings with the SEC that will be congenital by advertence therein can additionally be obtained, after charge, by administering a appeal to Nielsen Backing plc, 85 Broad Street, New York, NY 10004, Attention: Corporate Secretary; blast (646) 654-5000, or from Nielsen’s website www.nielsen.com.
Participants in the Address Nielsen and assertive of its directors, controlling admiral and advisers may be accounted to be participants in the address of proxies in account of the aftereffect transaction. Advice apropos Nielsen’s admiral and controlling admiral is attainable in Nielsen’s absolute proxy anniversary for its 2020 anniversary meeting, which was filed with the SEC on April 1, 2020. Added advice apropos the participants in the proxy address and a description of their absolute and aberrant interests, by aegis backing or otherwise, will be independent in the proxy anniversary to be filed with the SEC in affiliation with the aftereffect transaction. Chargeless copies of this certificate may be acquired as declared in the above-mentioned paragraph.
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SOURCE Nielsen Backing plc
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