Fusion Corporate Partners

Nielsen Holdings N.V. , the global provider of information and insights into what consumers watch and buy, has reached an agreement with the US Federal Trade Commission (FTC) to gain clearance for its proposed acquisition of Arbitron Inc. (NYSE: ARB) which is now, subject to customary closing conditions, expected to close on September 30, 2013. The FTC has issued a Decision and Order dated September 20, 2013 that embodies the agreement.

As previously reported on Fusion Diginet, Nielsen entered into an agreement on December 17, 2012 to acquire all of the outstanding common stock of Arbitron for $48 per share or a total of $1.3 billion purchase price, funded by cash on hand and minor debt financing. Nielsen expects $0.26 of accretion to adjusted net income per share in the first full year of operations, and $0.32 of accretion to adjusted net income per share after the second year, reflecting an incremental $0.06 in year two.

“We are pleased to have the regulatory process behind us and are excited to be closing the Arbitron acquisition,” said David Calhoun, CEO, Nielsen. “We are looking forward to providing all of the benefits of the combined company to our new clients in the radio industry and their advertisers, driving incremental value for them as well as our shareholders.”

Nielsen’s agreement with the FTC is intended to preserve the competitive landscape in place before its announced intent to acquire Arbitron. It does not affect the strategic rationale of the acquisition or the anticipated benefits to Nielsen from the transaction. No Nielsen assets are affected by the FTC’s order. The FTC’s order effectively enables the continuation of a cross-platform project measuring TV, radio, PC, mobile and tablet engagement which was announced by Arbitron in concert with ESPN and comScore, Inc. in September 2012. In the event that an FTC-approved third-party elects to agree to licensing terms and other requirements, Nielsen would make available for license Arbitron PPM and related data as well as software and technology currently being used in the ESPN project for the sole purpose of cross-platform measurement1 for up to eight years.

A summary of Nielsen’s agreement with the FTC is available at http://nielsen.com/investors.