A shareholder has filed suit against Nielsen Holdings PLC and members of its board for securities violations arising from the board’s attempt to sell Nielsen’s “Global Connect” business to Indy US Bidco, LLC and Indy Dutch Bidco B.V., affiliates of Advent International (collectively, Advent). Last week’s complaint contends that Nielsen’s proxy statement, filed in conjunction with the proposed spin-off, is misleading because it lacks information shareholders need to evaluate the acquisition in advance of their vote.
The complaint explains that Nielsen is an English and Welsh-incorporated company that offers its customers supply chain insights using data, analytical tools, and predictive models. Specifically, its Global Connect business “provides consumer packaged goods manufacturers and retailers with actionable information and a complete picture of the complex and changing marketplace that brands need to innovate and grow their business,” the filing states.
Reportedly, Nielsen’s proxy statement was filed on Dec. 23, 2020, nearly two months after the companies announced that Advent would acquire the business unit. The deal is reportedly worth an estimated $2.7 billion and is expected to close in the second quarter of 2021.
The shareholder plaintiff takes issue with a number of alleged shortcomings with Nielsen’s proxy. The complaint explains that information prepared by Nielsen’s financial advisor, J.P. Morgan Securities LLC, concerning the sales process and financial projections fails to make certain disclosures. In addition, proxy analyses leave out line items, terminal values, and do not explain the basis for using certain assumptive rates, among other things.
In turn, the stockholder asked the Southern District of New York court to enjoin the defendant company and its board from consummating the proposed transaction until shareholders are given the information necessary to make an informed vote. The plaintiff also requested an award of his attorneys’ fees and costs.
The shareholder is represented by Rowley Law PLLC.