UPDATE 3-Nielsen to sell expositions business to Canadian PE firm for $950 mln

Mon May 6, 2013 2:07pm EDT

* Onex Partners III will make equity investment of about $350 mln

* Termination fee set at $61.75 mln

* Deal expected to close in second quarter

* Nielsen shares rise 2 pct to $36.31

By Bhaswati Mukhopadhyay

May 6 (Reuters) - Nielsen Holdings NV, best known in the United States for its TV ratings business, said it would sell its expositions business to Canadian private equity firm Onex Corp for $950 million, freeing up cash for its planned push into the radio measurement business.

Nielsen Holdings provides a host of data services, including measuring traffic to websites and the shopping habits of consumers.

"Divesting the expositions business allows us to focus on these core areas that provide our clients with a comprehensive understanding of consumers," Nielsen Chief Financial Officer Brian West said in a statement on Monday.

Nielsen shares rose as much as 2 percent on the New York Stock Exchange on Monday.

The deal with Onex comes about five months after Nielsen said it would buy radio ratings company Arbitron Inc for $1.26 billion in a deal that would create a powerhouse, placing the measurement of audience for TV and radio under one company.

"We are thrilled to be able to have this transaction bump up so closely to Arbitron," West said on a conference call. "We will be able to do the Arbitron deal with a lot less debt. So we will need to raise $950 million less debt for that transaction."

Nielsen said in December that it had a financing commitment for the total transaction amount.

"They are actually trading the expositions business for the Arbitron business. The math is very symmetrical. They getting just shy of a $1 billion in cash for the expositions business and ... with Arbitron they paying just over a $1 billion in cash," analyst Todd Juenger of Sanford C. Bernstein said.

Juenger said that instead of getting into the radio measurement business, Nielsen should just focus on what their customers really want -- quickly deliver a more robust internet and television measurement program.

Nielsen's other two divisions -- the Buy and Watch businesses -- together accounted for 97 percent of its revenue in 2012.

The Buy business measures what consumers buy and analyzes consumer behavior, while the Watch business measures viewership data across TV, the Internet and mobile screens.

Revenue in the expositions business, which produces more than 65 business-to-business trade shows and conferences in the United States every year, has fallen in the last two quarters.

VALUE-ACCRETIVE DEAL

West said since the deal with Onex was a tax-free transaction, there would be quite a bit of value accretion from the deal.

"There will be an EPS impact that we will disclose and characterize as we close this later," West said. "But in terms of the growth rate, it is not really material."

Onex Partners III, Onex's $4.7 billion private equity fund, will make an equity investment of about $350 million, of which Onex Corp's share is about $85 million as a limited partner in the fund.

Onex has about $15 billion of assets under management.

The deal, which includes a termination fee of $61.75 million, is expected to close in the second quarter.

Reuters reported in March that Nielsen Holdings was in the early stages of selling its expositions business and had hired Credit Suisse to help with the sale.

Nielsen was bought by a group of private equity firms including Blackstone Group, Carlyle Group and KKR & Co in 2006. The company went public in 2011.

Fried Frank acted as legal adviser to Onex.

Onex shares rose 1 percent to C$50.00 on the Toronto Stock Exchange on Monday.