28.07.2006 16:07:00
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VNU Shareholders Approve Change to Private Company Status; New Supervisory Board Members Appointed at EGM; VNU Acquires Preferred Shares, Squeeze-Out Procedure to Start
Shareholders approved the conversion of VNU from a public company(naamloze vennootschap) into a private company with limited liability(besloten vennootschap met beperkte aansprakelijkheid), along withrelated amendments to the company's Articles of Association. Theconversion was made official with the execution of a notarial deedfollowing the conclusion of the EGM.
New Supervisory Board Members Appointed
VNU also announced that, during the meeting, which was held atVNU's Haarlem headquarters, the following new members were appointedto the company's Supervisory Board:
-- Mr. J.A. Quella (representative of The Blackstone Group L.P.);
-- Mr. J.A. Attwood, Jr. (representative of The Carlyle Group);
-- Mr. D. F. Akerson (representative of The Carlyle Group);
-- Lord C. Hollick (representative of Kohlberg Kravis Roberts & Co. L.P.);
-- Mr. R.J. Bressler (representative of Thomas H. Lee Partners, L.P.),
The new Supervisory Board members replace Messrs. R. Reid of TheBlackstone Group, E.P.S. Merrill of The Carlyle Group, M.J. Connellyof The Carlyle Group, S. Brown of KKR and G.R. Taylor of Thomas H.Lee, all of whom were appointed to the Supervisory Board during thecompany's Annual General Meeting of Shareholders on June 13, 2006, andresigned their positions at the conclusion of today's meeting. Theother current members of the 12-person Supervisory Board will retaintheir positions. Each board member has a term that expires at theconclusion of the company's Annual General Meeting of Shareholders in2010.
All other shareholder proposals, which can be found atwww.vnu.com/cg/shareholdersMeeting, were adopted during today'smeeting.
Acquisition of Preferred B Shares
After today's EGM and prior to VNU's conversion into a privatecompany, VNU, in view of its proposed new financing structure (see VNUpress release of July 10, 2006), acquired all of the preferred Bshares in its share capital from Valcon Acquisition B.V. (Valcon).
Valcon declared its public offer for VNU unconditional on May 21,2006 and now holds or controls approximately 99.5% of VNU's sharecapital. Valcon anticipates that it will initiate a squeeze-outprocedure (uitkoopprocedure), as referred to in the Dutch Civil Code,on or about Monday, July 31, 2006, to acquire all of the company'sremaining ordinary shares.
About VNU
VNU is a global information and media company with leading marketpositions and recognized brands in marketing information (ACNielsen),media information (Nielsen Media Research), business publications(Billboard, The Hollywood Reporter, Computing, Intermediair) and tradeshows. The privately held company is active in more than 100countries, with headquarters in Haarlem, the Netherlands, and NewYork, USA. VNU employs nearly 41,000 people and had total revenues ofEUR 3.5 billion in 2005. For more information, visit www.vnu.com.
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