The Nielsen Company Announces Pricing of Its Initial Public Offering and Concurrent Offering of Mandatory Convertible Subordinated Bonds

NEW YORK - Wednesday, January 26th 2011 [ME NewsWire]

(BUSINESS WIRE)-- Nielsen Holdings N.V. (“The Nielsen Company”) announced today that it has priced its initial public offering of 71,428,572 shares of its common stock at $23.00 per share. The Nielsen Company’s shares of common stock are expected to begin trading today, January 26, on the New York Stock Exchange under the ticker symbol "NLSN." The Nielsen Company has also priced its concurrent offering of $250 million in aggregate principal amount of mandatory convertible subordinated bonds (the “bonds”), which will be mandatorily convertible into shares of The Nielsen Company’s common stock on February 1, 2013. The bonds will bear interest at a rate of 6.25% per annum, and the conversion rate per $50.00 principal amount of bonds will be between 1.8116 and 2.1739, depending on the market value of The Nielsen Company’s common stock, subject to customary anti-dilution adjustments.

In the initial public offering, The Nielsen Company will sell 71,428,572 shares of common stock. The IPO’s underwriters have a 30-day option to purchase up to 10,714,286 of additional shares of common stock from The Nielsen Company at the initial public offering price less the underwriting discount. In the bond offering, The Nielsen Company will sell an aggregate principal amount of $250 million of bonds. The underwriters of the bond offering have a 30-day option to purchase up to an additional $37.5 million in aggregate principal amount of bonds from The Nielsen Company at the initial public offering price less the underwriting discount.

The Nielsen Company will receive net proceeds of approximately $1,560 million from the initial public offering of its common stock and approximately $240 million from the bond offering after payment of commissions and estimated expenses. The Nielsen Company intends to use the proceeds to repay a portion of its outstanding indebtedness and to pay an advisory agreement termination fee to its current owners.

J.P. Morgan, Morgan Stanley, Credit Suisse, Deutsche Bank Securities, Goldman, Sachs & Co. and Citi are serving as joint book-running managers for both offerings, with BofA Merrill Lynch, William Blair & Company, Guggenheim Securities, Wells Fargo Securities, Blaylock Robert Van, LLC, HSBC, Loop Capital Markets, Mizuho Securities USA Inc., Ramirez & Co., Inc. and The Williams Capital Group, L.P. are acting as co-managers.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Copies of the prospectuses may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at 1-866-803-9204, or Morgan Stanley & Co. Incorporated; Attn: Prospectus Dept., 180 Varick Street, 2nd Floor, New York, NY 10014, Email: prospectus@morganstanley.com, or by calling toll-free at 1-866-718-1649.

About The Nielsen Company

The Nielsen Company is a global information and measurement company with leading market positions in marketing and consumer information, television and other media measurement, online intelligence, mobile measurement, trade shows and related assets. The company has a presence in approximately 100 countries, with headquarters in New York, USA. For more information on The Nielsen Company, visit www.nielsen.com.
Contacts

Nielsen Holdings N.V.

Investor Relations:

Rich Nelson,

+1-646-654-7761



Media Relations:

Ed Dandridge,

+1-646-654-8656