8 billion of the American Group IMS Health

After months of resistance of the shareholders, the sale of Dutch UNV to six investment funds is now more no doubt. The official result of the offer of this group of purchasers (Alpinvest Partners, Blackstone, Carlyle, Hellman & Friedman, KKR and Thomas Lee Partners), grouped in the Valcon consortium, was theoretically be known only tomorrow. But, in a joint statement published yesterday evening, UNV and the Valcon consortium have indicated that a majority of the holders of securities, 78.7 exactly was already embraced this close operation last Friday. It promotes 8.6 billion euros the Dutch group the extent of hearing and studies marketing (3.5 billion euro of turnover, 41,000 employees), owner of the ACNielsen company.

As early as Friday evening, the success of the operation was hardly in doubt. For several reasons. First of all, the instigator of the frond shaking UNV for months, the Fund Knight Vinke Asset Management, chaired by Eric Knight, had indicated that it would finally shares offer. "The offer undervalues UNV, but we still decided to redeem the value of our investment," had commented last week a spokesman for the Fund. In possession of only 1.2 of the capital of UNV, such shareholder had yet been to derail the entire operation, orchestrating the opposition of the largest shareholders reassembled against an offer inadequate from the beginning, despite the recommendations of the direction of UNV.

After this reversal, the President of UNV, Aad Jacobs, himself had indicated Friday, on the margins of the General Assembly of SBM Offshore, a company of which he is also Director, that it would be "very surprised if this was not a success."

According the press release published yesterday by the two parties, a little less than 80 of the shareholders of UNV thus brought their titles conditions of resumption of Valcon. If the Fund Templeton (which owns 15 of capital) and financial ING (10) likely agreed to the offer, nor the Fund Fidelity (15) or UBS (10) have yet unveiled their game.

Prudent Valcon, which initially required the accession of 95 of the shareholders to continue the operation, had promised since two weeks to run with only 80. But, anxious to keep a margin of manoeuvre, the consortium decided that it would really cast sponge that if less than 60. In fact, it was announced yesterday an extension of the offer until June 9 to reach this threshold but already declared its offer unconditional.

The report forcibly changed at all after the third offer of formulated Valcon early May. Evidence of the determination of investors, the direction of UNV had to postpone its Assembly the eve of her dress, announcing in the wake a higher supply of Valcon and a new date deadline to agree. An initial range set between 28 euros and 28.50 EUR by title last March, Valcon proposal is passed to 28.75 EUR then 29,50 EUR early May. Either a 5.36 improvement in two months to try to reach a maximum of investors.

Profound changes

Especially restive, these shareholders had initiated hostilities against the direction of UNV in July 2005. Reassembled from the Group's strategy, they first opposed the acquisition, to 5.8 billion, of the American Group IMS Health. This purchase was frustrated by their project, which was rather to divest assets, including the professional press pole. And he was away as many consecutive gains on disposals of redemption of shares or dividend payment prospects. Not content to bend the direction on this point and the departure of the President of UNV, Rob van der Bergh, the holders of securities therefore fought to the last moment to succeed.

In fact, after this operation, UNV should change completely from physiognomy. In addition to removal of the Amsterdam stock exchange, the group will be equipped with a new supervisory board. As the focal point of professional press of French titles ("PC Expert", "svm", "svm Mac") and American ("billboard" and "the Hollywood Reporter"), its fate is to stay. Indeed, Valcon is committed to maintain the perimeter of UNV in the State that in the eighteen months following acceptance of its offer.