Merger Arbitrage Mondays – Nielsen Holdings To Be Taken Private

  • April 4, 2022

Merger activity increased significantly last week with six new deals announced and eight deals completed. There were 17 deals announced in the month of March, with a total value of $64.55 billion.

Nielsen Holdings (NLSN)

Nielsen Holdings was founded in Netherlands in 1923 by Arthur C. Nielsen Sr., who has been credited for coining the business term “market share”. Originally called the AC Nielsen Company, it was the first company to offer market research. The company was initially incorporated with the idea of selling engineering performance surveys, and in 1932, it expanded its business by creating a retail index that tracked the flow of food and drug purchases. Nielsen’s retail index, the first of its kind, allowed companies to determine their ‘share’ of the market.

Back in the hustle-bustle days of the dot com bubble, I worked at a company in San Francisco that managed to carve a nice little niche for itself in the then emerging category of natural and organic food that Nielsen had decided not to track. Those were the days when Whole Foods, Wild Oats and Odwalla were independent companies.

Today, Nielsen Holdings operates as a measurement and data analytics company in over 100 countries, providing clients with data about what consumers watch (through programming, advertising) and what they buy (based on categories, brands, products) on a local and global basis and how those choices intersect.

Until five years ago, Nielsen controlled the majority share of its market and was considered to be the only game in town. Consumer behavior has been rapidly changing with technology that allows people to skip commercials while streaming shows on different media platforms. Nielsen now faces competition from other players like Comscore, iSpot and VideoAmp.

Nielsen’s stock dropped from over $44 five years ago to as low as $13.85 in 2020 and more recently trading in the $17-$18 per share range. At the company’s Q4 investor presentation, Nielsen announced a $1 billion share repurchase plan and rolled out its “advancing our Nielsen One product roadmap,”  an integrated, cross-viewership platform.

We added Nielsen Holdings as potential deal in the works on March 14, 2022, when The Wall Street Journal reported that, a consortium of private-equity firms including Elliott Management was in advanced talks to buy the company for about $15 billion including debt. Nielsen’s price after this announcement was $22.85. Elliott Management called for a sale of the company as far back as 2018.

On March 20, 2022, The Board of Directors of Nielsen Holdings determined not to proceed with an unsolicited acquisition proposal from a private equity consortium that valued the company at $25.40 per share. On March 22, 2022, Bloomberg reported that Elliott Investment Management and Brookfield Asset Management were weighing a sweetened bid for Nielsen after its Board rejected their previous offer.

On March 29, 2022, Nielsen Holdings entered into a definitive agreement to be acquired by a private equity consortium led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management, and Brookfield Business Partner together with other institutional partners for $28 per share in an all-cash transaction valued at approximately $16 billion, including the assumption of debt. The deal represents a 10% premium over the Consortium’s previous proposal and a 60% premium over Nielsen’s unaffected stock price as of March 11, 2022.

According to the agreement, Nielsen has a 45-day “go-shop” period, during which it can actively solicit, evaluate and potentially enter into negotiations with parties that offer alternative acquisition proposals. Nielsen will have to pay the consortium a termination fee of $102 million if it accepts a superior proposal from a competing bidder.

Expected to close in the second half of the year, the transaction will also be subject to UK court approval pursuant to a scheme of arrangement.

You can find all the active deals listed below in our Merger Arbitrage Tool (MAT) that automatically updates itself during market hours.

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Deals In The Works

There were no new deals announced in the Deals in the Works section last week.

SPAC Arbitrage

There were two new SPAC IPOs filed and two new SPAC combinations announced last week. One SPAC business combination was terminated last week. You can find the new SPAC IPO announcements in our SPACs tool here.

  1. Artemis Strategic Investment Corporation (ARTE) and Logflex MT Holding Limited (doing business as “Novibet”), a technology-enabled operator, jointly announced that the companies entered into a definitive agreement for a business combination, whereby Artemis will merge into a new wholly-owned subsidiary of Novibet.
  2. Prime Blockchain, a diversified infrastructure provider for blockchain technology that owns and operates a portfolio of proprietary data centers and crypto assets mining operations in North America, and 10X Capital Venture Acquisition Corp. II (VCXAannounced the execution of a definitive Business Combination Agreement.

Weekly Spread Changes:

The table below shows weekly spread changes between March 25 and April 1, 2022.

Company Quote
Last Week
Spread Change
PTRS9.14OceanFirst Financial Corp. (OCFC)19.8913.57%9.73%3.84%Special Conditions
WLL81.83Oasis Petroleum Inc. (OAS)149.913.41%9.78%3.63%Cash Plus Stock
PBIP16.41Fulton Financial Corporation (FULT)16.669.75%6.82%2.93%Cash Plus Stock
EXTN6.28Enerflex Ltd. (EFX.TO)8.084.94%3.03%1.91%All Stock
TMX45.55Rentokil Initial plc (RTOKY)34.320.75%18.92%1.83%Special Conditions
MBII1.1Bioceres Crop Solutions Corp. (BIOX)13.7510.00%12.93%-2.93%All Stock
ATC22.63MKS Instruments, Inc. (MKSI)141.216.03%10.62%-4.59%Cash Plus Stock
AZPN166.96Emerson Electric Co. (EMR)98.42-4.17%1.36%-5.53%Special Conditions
SAFM190.42Cargill and Continental Grain Company (N/A)6.61%12.44%-5.83%All Cash
JOBS60.27Garnet Faith Limited (N/A)1.21%12.86%-11.65%All Cash

Deal Statistics:

Total Number of Deals Closed in 202253
Total Number of Deals Not Completed in 20223
Total Number of Pending Deals
Cash Deals45
Stock Deals12
Stock & Cash Deals9
Special Conditions8
Total Number of Pending Deals74
Aggregate Deal Consideration$699.18 billion

New Deals:

  1. The merger of Neenah (NP) and Schweitzer-Mauduit International (SWM) for $1.18 billion in an all stock deal. Under the terms of the agreement, shareholders of Neenah will receive 1.358 shares of SWM common stock for each share of Neenah common stock owned.
  2. The acquisition of Plantronics (POLY) by HP Inc. (HPQ) for $3.3 billion or $40 per share in cash.
  3. The acquisition of Randolph Bancorp (RNDB) by Hometown Financial Group for $146.5 million or $27 per share in cash.
  4. The acquisition of LHC Group (LHCG) by Optum, a part of UnitedHealth Group for $6.2 billion or $170 per share in cash.
  5. The acquisition of Nielsen Holdings (NLSN) by Evergreen Coast Capital Corporation for $16 billion or $28 per share in cash. We added NLSN as a potential deal to the Deals in the Works section on March 14, 2022,  and the price after the news of the potential deal came out was $22.85.
  6. The acquisition of Manning & Napier (MN) by Callodine for $137.1 million or $12.85 per share in cash.

Deal Updates:

  1. March 24, 2022: All regulatory conditions set forth in the Merger Agreement between GreenSky (GSKY) and The Goldman Sachs Group (GS) have been satisfied. The merger is expected to close on March 29, 2022.
  2. On March 29, 2022, Verso Corporation (VRSreceived necessary approvals from the Nuclear Regulatory Commission and the Public Service Commission of Wisconsin to complete its previously announced merger with BillerudKorsnäs AB. The transaction is expected to close on March 31, 2022.
  3. On March 30, 2022, Republic Services (RSG) and US Ecology (ECOL) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended has expired.
  4. March 31, 2022: According to The Wall Street Journal, four U.S. senators sent a letter to the Federal Trade Commission citing concern about Microsoft’s (MSFT) proposed acquisition of Activision Blizzard (ATVI), saying the deal could undermine employees’ calls for accountability over alleged misconduct at the videogame company.
  5. On March 31, 2022, Mimecast (MIMEreceived written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that there are no unresolved national security concerns.
  6. On April 1, 2022, Atotech Limited (ATC) announced that it has agreed to extend the date for completing MKS Instruments (MKSI) pending acquisition of Atotech to September 30, 2022 from March 31, 2022. The extension is intended to allow additional time for the regulatory approval from China’s State Administration for Market Regulation (“SAMR”).

Closed Deals:

  1. The acquisition of Resonant (RESN) by Murata Electronics North America on March 28, 2022. It took 42 days for this deal to be completed.
  2. The acquisition of Apria (APR) by Owens & Minor on March 29, 2022. It took 78 days for this deal to be completed.
  3. The acquisition of GreenSky (GSKY) by The Goldman Sachs Group (GS) on March 29, 2022. It took 195 days for this deal to be completed.
  4. The acquisition of Verso Corporation (VRS) by BillerudKorsnäs AB on March 31, 2022. It took 103 days for this deal to be completed.
  5. The acquisition of Level One Bancorp (LEVL) by First Merchants Corporation (FRME) on April 1, 2022. It took 148 days for this deal to be completed.
  6. The acquisition of Veoneer (VNE) by Qualcomm Incorporated (QCOM) on April 1, 2022. It took 179 days for this deal to be completed.
  7. The acquisition of Guaranty Federal Bancshares (GFED) by QCR Holdings (QCRH) on April 1, 2022. It took 143 days for this deal to be completed.
  8. The acquisition of People’s United Financial (PBCT) by M&T Bank Corporation (MTB) on April 1, 2022. It took 403 days for this deal to be completed.

Top 10 deals with largest spreads:

ATVI01/18/2022Microsoft Corporation (MSFT)$95.00$80.7306/30/202317.68%14.27%
CHNG01/06/2021UnitedHealth Group Incorporated (UNH)$25.75$22.106/30/202216.52%69.29%
PTRS11/04/2021OceanFirst Financial Corp. (OCFC)$10.38$9.0706/30/202214.44%60.60%
WLL03/07/2022Oasis Petroleum Inc. (OAS)$92.25$80.9512/31/202213.96%18.80%
MBII03/16/2022Bioceres Crop Solutions Corp. (BIOX)$1.21$1.0709/30/202212.84%26.18%
BRG12/20/2021Blackstone Real Estate (N/A)$29.85$26.706/30/202211.80%49.50%
TEN02/23/2022Apollo Global Management, Inc. (APO)$20.00$18.1812/31/202210.01%13.48%
SAVE02/07/2022Frontier Group Holdings, Inc. (ULCC)$24.07$21.9912/31/20229.45%12.72%
SAFM08/09/2021Cargill and Continental Grain Company (N/A)$203.00$187.2506/30/20228.41%35.29%
TSEM02/15/2022Intel Corporation (INTC)$53.00$48.902/15/20238.38%9.65%

List of all pending deals:

The list of all pending deals is only available to InsideArbitrage Premium and Plus members.

Target VolumeEstimated
Closing Date
+ATVI1/18/22Microsoft Corporation (MSFT)All Cash$68.7 B$95.00$80.733,822,9836/30/2317.68%14.27%
+CHNG1/06/21UnitedHealth Group Incorporated (UNH)All Cash$13.28 B$25.75$22.14,282,6256/30/2216.52%69.29%
+PTRS11/04/21OceanFirst Financial Corp. (OCFC)Special Conditions$186 M$10.38$9.073,2726/30/2214.44%60.60%
+WLL3/07/22Oasis Petroleum Inc. (OAS)Cash Plus Stock$2.82 B$92.25$80.95586,07212/31/2213.96%18.80%
+MBII3/16/22Bioceres Crop Solutions Corp. (BIOX)All Stock$236 M$1.21$1.071,021,3069/30/2212.84%26.18%
+BRG12/20/21Blackstone Real Estate (N/A)Special Conditions$3.6 B$29.85$26.7358,4966/30/2211.80%49.50%
+TEN2/23/22Apollo Global Management, Inc. (APO)All Cash$7.1 B$20.00$18.181,053,17312/31/2210.01%13.48%
+SAVE2/07/22Frontier Group Holdings, Inc. (ULCC)Cash Plus Stock$6.6 B$24.07$21.992,423,92612/31/229.45%12.72%
+SAFM8/09/21Cargill and Continental Grain Company (N/A)All Cash$4.49 B$203.00$187.25257,7036/30/228.41%35.29%
+TSEM2/15/22Intel Corporation (INTC)All Cash$5.4 B$53.00$48.9565,1402/15/238.38%9.65%
+TGNA2/22/22Standard General L.P. (N/A)Special Conditions$8.6 B$24.00$22.461,102,78112/31/226.86%9.23%
+ZNGA1/10/22Take-Two Interactive Software, Inc. (TTWO)Special Conditions$12.7 B$9.86$9.2716,762,9956/30/226.36%26.70%
+FHN2/28/22The Toronto-Dominion Bank (TD)Special Conditions$13.4 B$25.00$23.625,854,34111/27/225.84%9.00%
+PNM10/21/20Avangrid, Inc. (AGR)All Cash$8.05 B$50.30$47.75345,1406/30/225.34%22.40%
+NPTN11/04/21Lumentum Holdings Inc. (LITE)All Cash$745.24 M$16.00$15.21302,15212/31/225.19%7.00%
+EXTN1/24/22Enerflex Ltd. (EFX.TO)All Stock$735 M$6.88$6.56139,1579/30/224.94%10.07%
+ATC7/01/21MKS Instruments, Inc. (MKSI)Cash Plus Stock$6.5 B$24.18$23.111,638,7959/30/224.65%9.47%
+MILE11/08/21Lemonade (LMND)All Stock$201.47 M$1.50$1.441,046,3866/30/224.51%18.90%
+COHR3/25/21II-VI Incorporated (IIVI)Cash Plus Stock$6.84 B$284.55$272.98256,2995/31/224.24%27.13%
+HTA2/28/22Healthcare Realty Trust Incorporated (HR)Cash Plus Stock$10.74 B$32.76$31.512,017,3859/30/223.97%8.09%
+MGI2/15/22Madison Dearborn Partners, LLC (N/A)All Cash$1.8 B$11.00$10.61,163,97612/31/223.77%5.08%
+SJR3/15/21Rogers Communications Inc. (RCI)Special Conditions$26 B$32.40$31.23150,1156/30/223.75%15.72%
+CDR3/02/22Wheeler Real Estate Investment Trust, Inc. (WHLR)All Cash$291.3 M$29.00$27.9656,1106/30/223.72%15.61%
+SJI2/24/22Infrastructure Investments Fund (N/A)All Cash$8.1 B$36.00$34.76981,17812/31/223.57%4.80%
+CCMP12/15/21Entegris, Inc. (ENTG)Cash Plus Stock$6.5 B$189.10$183.07412,43312/31/223.29%4.44%
+VG11/22/21Ericsson (ERIC)All Cash$6.2 B$21.00$20.384,224,1506/30/223.04%12.76%
+PBIP3/02/22Fulton Financial Corporation (FULT)Cash Plus Stock$142.1 M$16.77$16.3125,5869/30/222.80%5.72%
+MNDT3/08/22Alphabet Inc. (GOOG)All Cash$5.4 B$23.00$22.48,541,86412/31/222.68%3.61%
+CTXS1/31/22Vista Equity Partners and Elliott Investment Management LP (N/A)All Cash$16.5 B$104.00$101.42953,9036/30/222.54%10.67%
+MTOR2/22/22Cummins Inc. (CMI)All Cash$3.7 B$36.50$35.68820,57612/31/222.30%3.10%
+RNDB3/28/22Hometown Financial Group, Inc. (N/A)All Cash$146.5 M$27.00$26.4385,14012/31/222.16%2.90%
+SUMR3/16/22Kids2, Inc. (N/A)All Cash$97.44 M$12.00$11.755,1586/30/222.13%8.93%
+NLSN3/29/22Evergreen Coast Capital Corporation (N/A)All Cash$16 B$28.00$27.449,182,86812/31/222.04%2.75%
+CERN12/20/21Oracle Corporation (ORCL)All Cash$28.4 B$95.00$93.293,661,01712/31/221.83%2.47%
+NSEC1/26/22VR Insurance Holdings, Inc. (N/A)All Cash$41.4 M$16.35$16.06991396/30/221.74%7.31%
+ROG11/02/21DuPont de Nemours, Inc. (DD)All Cash$5.2 B$277.00$272.34155,1096/30/221.71%7.18%
+GCP12/06/21Saint-Gobain (N/A)All Cash$2.3 B$32.00$31.48477,64212/31/221.65%2.22%
+FBC4/26/21New York Community Bancorp, Inc. (NYCB)All Stock$2.6 B$42.64$41.97303,2743/31/221.60%0.00%
+OCDX12/23/21Quidel Corporation (QDEL)Cash Plus Stock$8.33 B$19.14$18.841,356,9116/30/221.58%6.65%
+XENT8/06/21Medtronic plc (MDT)All Cash$1.1 billion$28.25$27.81518,1614/30/221.58%22.21%
+IIN2/28/22Altaris Capital Partners, LLC (N/A)All Cash$183.22 M$24.25$23.9422,0256/30/221.29%5.43%
+REGI2/28/22Chevron Corporation (CVX)All Cash$2.75 B$61.50$60.731,555,91712/31/221.27%1.71%
+CNR3/07/22Clayton, Dubilier & Rice (N/A)All Cash$5.8 B$24.65$24.361,065,2799/30/221.19%2.43%
+MN4/01/22Callodine (N/A)All Cash$137.1 M$12.85$12.7931,6849/30/221.18%2.41%
+JOBS6/21/21Garnet Faith Limited (N/A)All Cash$3.63 B$61.00$60.31,255,3796/30/221.16%4.87%
+FOE5/11/21Prince International Corporation (N/A)All Cash$2.1 B$22.00$21.75262,6746/30/221.15%4.82%
+WBT7/14/21Ali Holding S.r.l. (N/A)All Cash$4.8 B$24.00$23.74854,6026/30/221.10%4.59%
+PLAN3/20/22Thoma Bravo (N/A)All Cash$10.7 B$66.00$65.339,862,9156/30/221.03%4.30%
+POLY3/28/22HP Inc. (HPQ)All Cash$3.3 B$40.00$39.63,034,91412/31/221.01%1.36%
+STXB11/19/21Simmons First National Corporation (SFNC)All Stock$581 M$26.92$26.6688,9956/30/220.97%4.06%
+UMPQ10/12/21Columbia Banking System, Inc. (COLB)All Stock$4.5 B$18.57$18.392,012,8316/30/220.95%4.00%
+LHCG3/28/22Optum (N/A)All Cash$6.2 B$170.00$168.99516,95112/31/220.60%0.80%
+ESBK10/04/21Community Bank System, Inc. (CBU)All Cash$82.8 M$23.10$22.9658,0533/31/220.59%0.00%
+MGP8/04/21VICI Properties Inc. (VICI)All Stock$17.2 billion$38.85$38.691,944,8196/30/220.41%1.72%
+EPAY12/17/21Thoma Bravo (N/A)All Cash$2.6 B$57.00$56.78291,5546/30/220.39%1.63%
+ANAT8/09/21Brookfield Asset Management Reinsurance Partners Ltd. (BAMR)All Cash$5.1 B$190.00$189.4471,6896/30/220.30%1.24%
+HBP3/21/22Woodgrain Inc. (N/A)All Cash$350 M$10.70$10.67431,5276/30/220.28%1.18%
+MIME12/07/21Permira (N/A)All Cash$5.8 B$80.00$79.81,833,9876/30/220.25%1.05%
+APTS2/16/22Blackstone Real Estate Income Trust, Inc. (N/A)All Cash$5.8 B$25.00$24.941,149,6696/30/220.24%1.01%
+TSC10/20/21Raymond James Financial, Inc. (RJF)Cash Plus Stock$1.1 B$32.97$32.89159,9386/30/220.23%0.96%
+VOLT3/14/22Vega Consulting, Inc. (N/A)All Cash$181.81 M$6.00$5.99214,7026/30/220.17%0.70%
+ECOL2/09/22Republic Services, Inc. (RSG)All Cash$2.2 B$48.00$47.92448,9036/30/220.17%0.70%
+BPMP12/20/21BP p.l.c. (BP)All Stock$2.45 B$17.13$17.114,888,5993/31/220.11%0.00%
+ISBC7/28/21Citizens Financial Group, Inc. (CFG)Cash Plus Stock$3.5 B$14.39$14.393,706,7194/06/220.03%5.52%
+FLOW12/13/21Lone Star Funds (N/A)All Cash$3.8 B$86.50$86.491,406,4096/30/220.01%0.05%
+TLMD2/03/22Patient Square Capital (N/A)All Cash$106.42 M$3.00$3233,2366/30/220.00%0.00%
+GNOG8/09/21DraftKings Inc. (DKNG)All Stock$1.52 B$7.45$7.45595,6005/31/220.00%-0.03%
+HMHC2/22/22Veritas Capital (N/A)All Cash$2.8 B$21.00$21.066,987,4676/30/22-0.28%-1.20%
+Y3/21/22Berkshire Hathaway (BRK.A)All Cash$11.6 B$848.02$852.15107,76312/31/22-0.48%-0.65%
+ABTX11/10/21CBTX, Inc. (CBTX)All Stock$1.5 B$42.93$43.7350,9276/30/22-1.82%-7.63%
+EMCF3/24/22Farmers National Banc Corp. (FMNB)All Stock$105 M$36.40$37.47,15612/31/22-2.68%-3.60%
+AZPN10/11/21Emerson Electric Co. (EMR)Special Conditions$12.34 B$160.00$167.72475,0166/30/22-4.60%-19.31%
+NP3/28/22Schweitzer-Mauduit International, Inc. (SWM)All Stock$1.18 B$37.71$41.67166,87512/31/22-9.50%-12.79%


Eight deals were completed successfully as we came to the end of the first quarter of 2022. SPAC activity stayed low last week.

On March 31, 2022, The Wall Street Journal reported that four U.S. senators had sent a letter to the Federal Trade Commission citing concern about Microsoft’s (MSFT) proposed acquisition of Activision Blizzard (ATVI).

According to an article on Seeking Alpha, “The U.S. Dept. of Justice is said to have issued warning letters to companies that have transactions that have passed statutory review periods that warned them the deals could still be challenged if the companies close them.”

Disclaimer: I have long positions in First Horizon (FHN), Tower Semiconductor (TSEM), Healthcare Trust of America (HTA), TEGNA (TGNA) and Bluerock Residential Growth REIT (BRG). Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.