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Cloudera Enters into Definitive Agreement to be Acquired by Clayton, Dubilier & Rice and KKR for $5.3 Billion

KKR

Cloudera Stockholders to Receive $16.00 Per Share in Cash

SANTA CLARA, Calif., June 1, 2021 /PRNewswire/ — Cloudera, (NYSE: CLDR), the enterprise data cloud company, today announced that it has entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice (“CD&R”) and KKR in an all cash transaction valued at approximately $5.3 billion. The transaction will result in Cloudera becoming a private company and is expected to close in the second half of 2021.

Cloudera

The Board of Directors of Cloudera (the “Board”) has unanimously approved the transaction and recommends that the Cloudera shareholders approve the transaction and adopt the merger agreement. Entities related to Icahn Group, collectively holding approximately 18% of the outstanding shares of Cloudera common stock, have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of Cloudera common stock in favor of the transaction.

The transaction delivers substantial value to Cloudera shareholders, who will receive $16.00 in cash per share, representing a 24% premium to the closing price as of May 28, 2021 and a 30% premium to the 30-day volume weighted average share price.

“This transaction provides substantial and certain value to our shareholders while also accelerating Cloudera’s long-term path to hybrid cloud leadership for analytics that span the complete data lifecycle – from the Edge to AI,” said Rob Bearden, CEO of Cloudera. “We believe that as a private company with the expertise and support of experienced investors such as CD&R and KKR, Cloudera will have the resources and flexibility to drive product-led growth and expand our addressable market opportunity.”

“We very much look forward to working with Cloudera as it continues to execute its long-term transformation strategy,” said Jeff Hawn, CD&R Operating Partner who will serve as Chairman of the company upon the close of the transaction. “The company has made significant progress establishing the Cloudera Data Platform (CDP) as a leader in hybrid and multi-cloud analytics, and we believe that our experience and capabilities can offer valuable support to accelerate expansion into new products and markets.” Mr. Hawn’s past roles include serving as Chairman and Chief Executive Officer of Quest Software, Vertafore, and Attachmate.

“We have followed the Cloudera story closely for a number of years and are pleased to be supporting its mission of helping companies make better use of their data in the ever-evolving hybrid IT environment,” said John Park, KKR Partner and Head of Americas Technology Private Equity. “We are excited to contribute to Cloudera’s accelerated innovation efforts as a private company.”

KKR is making the investment from its North American private equity funds, adding to KKR’s experience helping to grow leading global technology businesses, including GoDaddy, Internet Brands, Epicor, BMC, Optiv, Calabrio, Corel and 1-800 Contacts. CD&R’s investments in technology-related businesses include Epicor, Capco, m2gen, Sirius Computer Solutions, and TRANZACT.

Closing of the deal is subject to customary closing conditions, including the approval of Cloudera shareholders and antitrust approval. The agreement includes a 30-day “go-shop” period expiring on [July 1], 2021, which allows the Board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties – with an additional 10 days to negotiate a definitive agreement with qualifying parties. The Board will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and Cloudera does not intend to disclose developments with respect to the solicitation process unless and until the Board receives an acquisition proposal that it determines is a superior proposal, or it otherwise determines such disclosure is required.

First Quarter Fiscal 2021 Financial Results

Cloudera will announce its first quarter fiscal year 2021 financial results in a separate release today. The press release will also be available on the Investor Relations section of Cloudera’s website. Due to the announced transaction with affiliates of CD&R and KKR, Cloudera has cancelled its earnings conference call previously scheduled for June 2, 2021.

Advisors

Morgan Stanley & Co LLC is serving as exclusive financial advisor to Cloudera, and Latham & Watkins, LLP is serving as legal advisor to Cloudera. GCA Advisors, LLC, BofA Securities, William Blair & Company, L.L.C., Perella Weinberg Partners LP, Cowen and J.P. Morgan are serving as financial advisors and Kirkland & Ellis, LLP and Debevoise & Plimpton LLP are serving as legal advisor to CD&R and KKR. J.P. Morgan, Bank of America, and KKR Capital Markets have committed to providing debt financing for the transaction.

About Cloudera

At Cloudera, we believe that data can make what is impossible today, possible tomorrow. We empower people to transform complex data into clear and actionable insights. Cloudera delivers an enterprise data cloud for any data, anywhere, from the Edge to AI. Powered by the relentless innovation of the open source community, Cloudera advances digital transformation for the world’s largest enterprises. Learn more at Cloudera.com.

Cloudera and associated marks are trademarks or registered trademarks of Cloudera, Inc. All other company and product names may be trademarks of their respective owners.

About Clayton, Dubilier & Rice

CD&R is a private investment firm with a strategy predicated on building stronger, more profitable businesses. Since inception, CD&R has managed the investment of more than $35 billion in 100 companies with an aggregate transaction value of more than $150 billion. The firm has offices in New York and London. For more information, please visit www.cdr-inc.com.

About KKR

KKR is a leading global investment firm that offers alternative asset management and capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Important Information and Where to Find It

In connection with the proposed transaction between Cloudera, Inc. (“Cloudera”) and an affiliate of CD&R and KKR, a special stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed transaction. Cloudera expects to file with the Securities and Exchange Commission (“SEC”) a proxy statement (the “Proxy Statement”), the definitive version of which will be sent or provided to Cloudera stockholders. Cloudera may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Cloudera may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by Cloudera through the website maintained by the SEC at www.sec.gov, Cloudera’s investor relations website at https://investors.cloudera.com/home/default.aspx or by contacting the Cloudera investor relations department at the following:

Participants in the Solicitation

Cloudera and certain of its directors, and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Cloudera’s stockholders will be set forth in the Proxy Statement for its special stockholder meeting. Cloudera stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Cloudera directors and executive officers in the transaction, which may be different than those of Cloudera stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements About the Proposed Transaction

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Cloudera’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Cloudera, CD&R and KKR, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Cloudera’s business and other conditions to the completion of the transaction; (ii) conditions to the closing of the transaction may not be satisfied; (iii) the transaction may involve unexpected costs, liabilities or delays; (iv) the outcome of any legal proceedings related to the transaction; (v) the failure by CD&R and KKR to obtain the necessary debt financing arrangements set forth in the commitment letters received in connection with the transaction; (vi) the impact of the COVID-19 pandemic on Cloudera’s business and general economic conditions; (vii) Cloudera’s ability to implement its business strategy; (viii) significant transaction costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) the risk that disruptions from the proposed transaction will harm Cloudera’s business, including current plans and operations; (xi) the ability of Cloudera to retain and hire key personnel; (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (xiii) legislative, regulatory and economic developments affecting Cloudera’s business; (xiv) general economic and market developments and conditions; (xv) the evolving legal, regulatory and tax regimes under which Cloudera operates; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Cloudera’s financial performance; (xvii) restrictions during the pendency of the proposed transaction that may impact Cloudera’s ability to pursue certain business opportunities or strategic transactions; and (xviii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Cloudera’s response to any of the aforementioned factors. While the list of factors presented here is considered representative, such list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Cloudera’s financial condition, results of operations, or liquidity. Cloudera does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

SOURCE Cloudera, Inc.

Related Links

http://www.cloudera.com

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Data ecosystems pioneer OpenOcean raises €92M fund for data solutions and software

Tesi

10 February, London: OpenOcean, the pioneering investor in data solutions and software, has today announced a €92M raise for its third main venture fund. The new fund will look to invest in Europe’s most exciting and disruptive data businesses that are resolving digitalisation bottlenecks and building the future data economy. LPs in the new fund include European Investment Fund, Tesi, Elo Mutual Pension Insurance Company, KRR III, further institutions, major family offices, and Oxford University’s Corpus Christi College.

Fund 2020 is OpenOcean’s third main institutional fund, following €45M and €80M funds in 2011 and 2015 respectively. A final close of €130M is targeted for H1 2021. The fund will invest primarily at the Series A level with initial investments of €3M to €5M, across OpenOcean’s core target areas of artificial intelligence, application-driven data infrastructure, intelligent automation, and open source. The modern explosion of data has presented a significant opportunity at the infrastructure level to enable the potential of next-generation software to be realised.

OpenOcean’s team has a long and storied entrepreneurial history, with Michael “Monty” Widenius, Ralf Wahlsten, Patrik Backman, and Tom Henriksson building and investing in MySQL and MariaDB. MySQL, which is part of the LAMP stack (Linux, Apache, MySQL and Python/PHP) that helped shape today’s internet, was the first commercially successful open source project and one of the first technology unicorns from Europe.

Since it was established in 2011, OpenOcean has continued to pioneer cutting-edge technologies at the forefront of the data economy. It was one of the first VCs in Europe to invest in Big Data analytics software (Import.io, RapidMiner), identity management (TrueCaller), automation (Supermetrics, AppGyver) and DevOps (Bitrise).

To accelerate its investments in AI, data/cloud infrastructure, and new frontiers like quantum computing, OpenOcean has appointed Ekaterina Almasque as General Partner. At OpenOcean, she has already led investments in IQM (superconducting quantum machines) and Sunrise.io (multi-cloud hyper-converged infrastructure) and is leading the London team and operations for the firm.

Ekaterina Almasque, General Partner at OpenOcean, said: “The next five years will be critical for digital infrastructure, as breakthrough technologies are currently being constrained by the capabilities of the stack. Enabling this next level of infrastructure innovation is crucial to realising digitisation projects across the economy and will determine what the internet of the future looks like. We’re excited by the potential of world-leading businesses being built across Europe and are looking forward to supporting the next generation of software leaders.”

Nicholas Melhuish, Bursar at Oxford University’s Corpus Christi College, and David Bloch, Chair of its Endowment Investment Committee, commented: “As part of our endowment allocation to alternative investments, Corpus Christi College is pleased to partner with OpenOcean in its pursuit of high investment returns while backing innovative, world-changing businesses in the global data economy. We were impressed with OpenOcean’s history as founders and investors, its commitment to limited partners, and the team’s record of success identifying extraordinary early-stage companies and helping them scale faster and farther. OpenOcean’s focus on mass data management, application-driven data infrastructure, and platform enablers for digitalization will be rewarding in the long-term. We also believe OpenOcean’s focus on mass data management, application-driven data infrastructure, and platform enablers for digitalization will be rewarding in the years to come. We look forward to a mutually successful collaboration.”

Before joining OpenOcean, Almasque was a Managing Director at Samsung Catalyst Fund in Europe, where she successfully led investments in strategic and cutting-edge technologies, such as Graphcore’s processor for Artificial Intelligence, Mapillary’s layer for rapid mapping and AIMotive’s autonomous driving stack. She brings years of hands-on experience in building and scaling businesses globally, strategic thinking, and technology thought-leadership.

Tom Henriksson, General Partner at OpenOcean, said: “We’re thrilled to have welcomed Ekaterina as a General Partner to the OpenOcean family as we launched this new fund. She brings an immense amount of expertise to the team and exemplifies the way we want to support our founders. Fund 2020 is an important step for OpenOcean, with prestigious LPs trusting our approach and our knowledge, and believing in our ability to identify the very best data solutions and infrastructure technologies in Europe.”

About OpenOcean:

OpenOcean is the pioneering venture capital investor in data solutions and software. It has a long entrepreneurial history, led by the founders of several category-defining businesses, including MySQL and MariaDB. Since its foundation in 2011, OpenOcean has continued to pioneer cutting-edge technologies at the forefront of the data economy. It typically leads or co-leads Series A funding rounds in European start-ups that are removing barriers to digitalisation or enabling the potential of next-generation technologies to be realised.

Additional information:

Ballou PR
openocean@balloupr.com
+44 (0) 20 3983 8306

Riitta Jääskeläinen
Investment Director, Fund investments, Tesi
+358 50 309 2733
riitta.jaaskelainen@tesi.fi

Tesi (Finnish Industry Investment Ltd) is a Finnish state-owned investment company that wants to raise Finland to the front ranks of renewing economic growth by investing in funds and directly in companies. We invest profitably and responsibly, hand-in-hand with co-investors, to create the world’s new success stories. Our investments under management total 1.6 billion euros. Ambition for ownership and success – tesi.fi | @TesiFII

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SPINS Announces Growth Investment Led by Warburg Pincus

General Atlantic

General Atlantic and Georgian also invest in business; partnership to accelerate SPINS’ strategic initiatives and growth opportunities

January 19, 2021

SPINS, a leading wellness-focused data, analytics and technology provider in the U.S., today announced a significant investment from Warburg Pincus, General Atlantic and Georgian. The growth investment will support future strategic initiatives including sales and marketing expansion, retail partner value expansion, new product development, and new vertical expansion. Terms of the transaction were not disclosed.

For two decades, SPINS has been a passionate advocate for the Natural and Specialty Products Industry. SPINS is committed to laying the foundation for the next generation of growth, providing dynamic data, actionable insights, product attributions, and digital activation solutions. SPINS helped establish a common language across the health and wellness ecosystem for key stakeholders including retailers, brands, distributors and consumers.

“Our mission has always been to increase the presence and accessibility of natural and better-for-you products that help people live their healthiest and best lives and drive sustainable production practices in North America. This mission, combined with our expertise in product intelligence and insights, is leading to more vibrant living for consumers and bigger success of our clients,” said Tony Olson, Founder & CEO, SPINS LLC. “We are beyond thrilled to take our vision to the next level with Warburg Pincus, General Atlantic and Georgian by leveraging their global resources and experience in data and information businesses to enable SPINS to meet the rapidly growing demand for our services.”

“SPINS is the leading provider of omni-channel and retailer-specific product measurement, mission-critical performance data, and unique insights into consumer trends and digital activation. We are incredibly excited to partner with Tony and the rest of the SPINS team,” said Stephanie Geveda, Managing Director, Head of Business Services, Warburg Pincus. “This investment underscores our long-term commitment to strategically investing in market-leading, vertical-specific B2B information services businesses that capture unique data,” added Justin Sadrian, Managing Director, Technology, Warburg Pincus.

“SPINS has developed a highly-differentiated industry platform that serves as a pivotal source for business performance and market information to retail and consumer brands. Supported by Tony’s strategic vision, SPINS continuously innovates on its platform to meet customers’ evolving needs, which has allowed the company to build deep relationships in the wellness retail market,” said Peter Munzig, Managing Director, General Atlantic. “We’re looking forward to working alongside the SPINS team as they continue to expand the reach of their suite of digital solutions to address untapped growth opportunities in the market.”

“SPINS has been on a mission to accelerate the rapidly growing Natural and Specialty Products Industry by providing unique insights to retailers and brands,” said Margaret Wu, Lead Investor at Georgian. “The company’s rich dataset has enabled the team to develop a high-value AI roadmap that will drastically enhance its product intelligence offerings. We are excited to partner with SPINS on this journey and support the team in helping customers realize greater value, faster.”

Jefferies LLC acted as exclusive financial advisor and Reed Smith LLP served as legal advisor for SPINS.

About SPINS

SPINS is a wellness-focused data company and advocate for the Natural Products Industry. Over the past two decades, SPINS’ investments have led to a common language used across the industry as well as laid the foundation for the next generation of innovation, while providing dynamic data, actionable insights, and digital activation solutions that drive growth for our clients & partners and contribute to a healthier and more vibrant America. Learn more at www.spins.com.

About Warburg Pincus

Warburg Pincus LLC is a leading global private equity firm focused on growth investing. The firm has more than $56 billion in private equity assets under management. The firm’s active portfolio of more than 190 companies is highly diversified by stage, sector, and geography. Warburg Pincus has been a long-time, active investor in vertical-specific data and information businesses, with investments including, Reorg Research, Intelligent Medical Objects, RS Energy, CAMP Systems, Gordian Group, Interactive Data Corporation, and TurnItIn. Warburg Pincus also has significant experience investing across the food and food retail technology value chain, with investments including, Certified Sciences, GA Foods, and Grubhub Seamless, Salsify, and Trax. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966, Warburg Pincus has raised 19 private equity funds, which have invested more than $86 billion in over 910 companies in more than 40 countries. The firm is headquartered in New York with offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore. For more information please visit www.warburgpincus.com.

About General Atlantic

General Atlantic is a leading global growth equity firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic combines a collaborative global approach, sector specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with great entrepreneurs and management teams to build market-leading businesses worldwide. General Atlantic has more than 175 investment professionals based in New York, Amsterdam, Beijing, Greenwich, Hong Kong, Jakarta, London, Mexico City, Mumbai, Munich, Palo Alto, São Paulo, Shanghai and Singapore. For more information on General Atlantic, please visit the website: www.generalatlantic.com.

About Georgian

Georgian is a fintech company investing in high growth software companies that harness the power of data in a trustworthy way. At Georgian, we’re building a platform to provide a better experience of growth capital to software company CEOs and their teams. Georgian’s platform is designed to identify and accelerate the best growth-stage software companies, taking an intelligent, data-first approach to solving the key challenges CEOs face as they grow their businesses. Based in Toronto, Georgian’s team brings together software entrepreneurs, machine learning experts, experienced operators and investment professionals. For more information, visit https://georgian.io/.

Media Contacts

Mary Armstrong & Emily Japlon
General Atlantic media@generalatlantic.com

Michael Erwin
SPINS merwin@spins.com

Sarah McGrath Bloom
Warburg Pincus Sarah.Bloom@warburgpincus.com

Katie Schiefer
Georgian katie@georgian.io

Categories: News

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SPINS Announces Growth Investment Led by Warburg Pincus

General Atlantic

General Atlantic and Georgian also invest in business; partnership to accelerate SPINS’ strategic initiatives and growth opportunities

January 19, 2021

SPINS, a leading wellness-focused data, analytics and technology provider in the U.S., today announced a significant investment from Warburg Pincus, General Atlantic and Georgian. The growth investment will support future strategic initiatives including sales and marketing expansion, retail partner value expansion, new product development, and new vertical expansion. Terms of the transaction were not disclosed.

For two decades, SPINS has been a passionate advocate for the Natural and Specialty Products Industry. SPINS is committed to laying the foundation for the next generation of growth, providing dynamic data, actionable insights, product attributions, and digital activation solutions. SPINS helped establish a common language across the health and wellness ecosystem for key stakeholders including retailers, brands, distributors and consumers.

“Our mission has always been to increase the presence and accessibility of natural and better-for-you products that help people live their healthiest and best lives and drive sustainable production practices in North America. This mission, combined with our expertise in product intelligence and insights, is leading to more vibrant living for consumers and bigger success of our clients,” said Tony Olson, Founder & CEO, SPINS LLC. “We are beyond thrilled to take our vision to the next level with Warburg Pincus, General Atlantic and Georgian by leveraging their global resources and experience in data and information businesses to enable SPINS to meet the rapidly growing demand for our services.”

“SPINS is the leading provider of omni-channel and retailer-specific product measurement, mission-critical performance data, and unique insights into consumer trends and digital activation. We are incredibly excited to partner with Tony and the rest of the SPINS team,” said Stephanie Geveda, Managing Director, Head of Business Services, Warburg Pincus. “This investment underscores our long-term commitment to strategically investing in market-leading, vertical-specific B2B information services businesses that capture unique data,” added Justin Sadrian, Managing Director, Technology, Warburg Pincus.

“SPINS has developed a highly-differentiated industry platform that serves as a pivotal source for business performance and market information to retail and consumer brands. Supported by Tony’s strategic vision, SPINS continuously innovates on its platform to meet customers’ evolving needs, which has allowed the company to build deep relationships in the wellness retail market,” said Peter Munzig, Managing Director, General Atlantic. “We’re looking forward to working alongside the SPINS team as they continue to expand the reach of their suite of digital solutions to address untapped growth opportunities in the market.”

“SPINS has been on a mission to accelerate the rapidly growing Natural and Specialty Products Industry by providing unique insights to retailers and brands,” said Margaret Wu, Lead Investor at Georgian. “The company’s rich dataset has enabled the team to develop a high-value AI roadmap that will drastically enhance its product intelligence offerings. We are excited to partner with SPINS on this journey and support the team in helping customers realize greater value, faster.”

Jefferies LLC acted as exclusive financial advisor and Reed Smith LLP served as legal advisor for SPINS.

About SPINS

SPINS is a wellness-focused data company and advocate for the Natural Products Industry. Over the past two decades, SPINS’ investments have led to a common language used across the industry as well as laid the foundation for the next generation of innovation, while providing dynamic data, actionable insights, and digital activation solutions that drive growth for our clients & partners and contribute to a healthier and more vibrant America. Learn more at www.spins.com.

About Warburg Pincus

Warburg Pincus LLC is a leading global private equity firm focused on growth investing. The firm has more than $56 billion in private equity assets under management. The firm’s active portfolio of more than 190 companies is highly diversified by stage, sector, and geography. Warburg Pincus has been a long-time, active investor in vertical-specific data and information businesses, with investments including, Reorg Research, Intelligent Medical Objects, RS Energy, CAMP Systems, Gordian Group, Interactive Data Corporation, and TurnItIn. Warburg Pincus also has significant experience investing across the food and food retail technology value chain, with investments including, Certified Sciences, GA Foods, and Grubhub Seamless, Salsify, and Trax. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966, Warburg Pincus has raised 19 private equity funds, which have invested more than $86 billion in over 910 companies in more than 40 countries. The firm is headquartered in New York with offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore. For more information please visit www.warburgpincus.com.

About General Atlantic

General Atlantic is a leading global growth equity firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic combines a collaborative global approach, sector specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with great entrepreneurs and management teams to build market-leading businesses worldwide. General Atlantic has more than 175 investment professionals based in New York, Amsterdam, Beijing, Greenwich, Hong Kong, Jakarta, London, Mexico City, Mumbai, Munich, Palo Alto, São Paulo, Shanghai and Singapore. For more information on General Atlantic, please visit the website: www.generalatlantic.com.

About Georgian

Georgian is a fintech company investing in high growth software companies that harness the power of data in a trustworthy way. At Georgian, we’re building a platform to provide a better experience of growth capital to software company CEOs and their teams. Georgian’s platform is designed to identify and accelerate the best growth-stage software companies, taking an intelligent, data-first approach to solving the key challenges CEOs face as they grow their businesses. Based in Toronto, Georgian’s team brings together software entrepreneurs, machine learning experts, experienced operators and investment professionals. For more information, visit https://georgian.io/.

Media Contacts

Mary Armstrong & Emily Japlon
General Atlantic media@generalatlantic.com

Michael Erwin
SPINS merwin@spins.com

Sarah McGrath Bloom
Warburg Pincus Sarah.Bloom@warburgpincus.com

Katie Schiefer
Georgian katie@georgian.io

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UNICEPTA acquires social intelligence specialist Ubermetrics

Paragon

UNICEPTA, the global innovation leader for Media & Data Intelligence expands its competencies in social media. In course of this technology acquisition, both companies will combine their AI-based technology platforms and expand their ability to automatically analyze large amounts of data for communication and marketing management.

Ubermetrics analyzes over 460 million sources from social media as well as blogs and forums in real time and offers the quantified results and insights via its technology platform. The platform is a highly scalable SaaS solution currently used by over 200 companies and focuses on monitoring and text mining.
Patrick Bunk, founder and CEO of Ubermetrics, says: “We are very motivated to partner with UNICEPTA. Two smart companies are now working with a joint technological vision: we want to make AI easily and quickly accessible for more and more communication and marketing areas.”
“Ubermetrics possesses one of the best technology platforms based on semantic AI. We are very pleased that Patrick Bunk, founder and CEO of Ubermetrics, along with his team, has decided to join UNICEPTA.”, says Georg Stahl, Managing Partner of UNICEPTA.
Both brands – UNICEPTA and Ubermetrics – will remain and combine their technology platforms. UNICEPTA will continue to act as an innovation leader and insights advisor for international corporations and large mid-sized companies. Ubermetrics will continue to develop automated intelligence solutions under the leadership of Patrick Bunk. Ubermetrics will launch new market intelligence solutions for risk management (e.g., supply chain risk), as well as text mining services for SaaS and analytics providers.

About Ubermetrics
Ubermetrics is the leading content intelligence platform for marketing and PR professionals. With Ubermetrics, digital communicators find and analyze relevant content and can use the results to track, measure and optimize communication campaigns. In addition, relevant trends, influencers and communication channels as well as successful content can be determined. Per minute, the Ubermetrics platform processes over 50,000 articles and content from more than 460 million sources. Ubermetrics is based in Berlin and successfully works with clients in more than 15 countries worldwide.

About UNICEPTA
UNICEPTA is the leading provider of visionary AI-powered Media & Data Intelligence solutions with an added human factor of analytics and insights that drive faster, more effective business decisions. UNICEPTA offers real-time end-to-end Global Media Monitoring across all media channels (social media, online, broadcast, print), supported by Analytics & Insights to help the subscribed customer to spot corporate issues and opportunities immediately. UNICEPTA is headquartered in Cologne and has subsidiaries in Germany, the USA, China, Poland, Switzerland and the UK.

About Paragon
Paragon is one of the leading independent private equity firms in Europe with more than €1.2 billion of equity under management. Paragon works closely with portfolio companies to achieve sustainable growth and operational excellence. The investment portfolio covers various industries and currently comprises 14 companies. Since 2018, Paragon is majority shareholder of UNICEPTA. Paragon was founded in 2004 and is based in Munich, Germany.

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Ratos completes divestment of Bisnode

Ratos

On 8 October, Ratos announced that an agreement had been signed to divest Bisnode to Dun & Bradstreet. This divestment has now been completed after the customary regulatory approval and other conditions were met, including payment of the equity value.

The equity value for Ratos’s holding of 70%, as communicated earlier, was SEK 3,900m, yielding a consolidated capital gain of approximately SEK 1,900m. 25% of the equity value will be invested in shares in Dun & Bradstreet, which is listed on the New York Stock Exchange, corresponding to approximately 1% of shares outstanding. In addition, Ratos received a dividend from Bisnode during the fourth quarter of 2020 amounting to SEK 175m in accordance with the terms and conditions of the transaction and earlier communication.

“The divestment of Bisnode is yet another step in Ratos’s evolution to become a business group, with an emphasis on operational development, add-on acquisitions in the companies and new platform acquisitions in companies and industries in which Ratos has in-depth expertise. In conjunction with the sale, we have drawn attention to the value creation that has been achieved in Bisnode and unlocked financial resources to enable Ratos to implement our strategy,” says Jonas Wiström, President and CEO of Ratos.

 

For further information, please contact:
Jonas Wiström, CEO, Ratos, +46 8 700 17 00
Helene Gustafsson, Head of IR and Press, Ratos, +46 70 868 40 50, helene.gustafsson@ratos.com

About Ratos:
Ratos is a business group consisting of 11 companies divided into three business areas: Construction & Services, Consumer & Technology and Industry. In total, the companies have SEK 34 billion in sales and EBITA of SEK 1.3 billion. Our business concept is to develop mid-sized companies headquartered in the Nordics that are or can become market leaders. We enable independent mid-sized companies to excel by being part of something larger. People, leadership, culture and values are key focus areas for Ratos. Everything we do is based on Ratos’s core values: Simplicity, Speed in Execution and It’s All About People.

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Deutsche Börse acquires leading governance, ESG data and analytics provider ISS

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  • Deutsche Börse to acquire majority stake in Institutional Shareholder Services (ISS) in partnership with current management and Genstar Capital, based on an ISS valuation of USD 2,275 million (EUR 1,925 million) for 100%
  • Move positions Deutsche Börse as a leading global provider of ESG data and analytics
  • High complementarity of ISS’ data and research businesses with Deutsche Börse Group’s businesses along the entire value chain, creates additional growth opportunities on both sides
  • ISS remains autonomous within the Group to ensure independence of its data and research
  • Current CEO Gary Retelny continues to lead ISS

FRANKFURT, Germany, NEW YORK and SAN FRANCISCO, Nov. 17, 2020—Deutsche Börse AG, Institutional Shareholder Services Inc. (ISS) and Genstar Capital LLC announced today that Deutsche Börse will acquire a majority share of approximately 80% in ISS, valuing ISS at USD 2,275 million (EUR 1,925 million) for 100% of the business (cash and debt free). Genstar Capital and current management will continue to hold a stake of approximately 20%. The transaction is expected to close in the first half of 2021 subject to customary closing conditions and regulatory approvals.

This partnership of a global market infrastructure provider with a leading corporate governance, ESG, data and analytics provider forms an excellent foundation to fully realise opportunities for future growth in ESG-based investing globally. With this transaction, Deutsche Börse strongly commits to one of the key megatrends in the industry that will fundamentally change the investment space over the coming years. ISS’ unique ESG and data expertise will allow Deutsche Börse to emerge as a leading global ESG data player.

ISS’ more than 4,000 clients include many of the world’s leading institutional investors who rely on ISS’ objective and impartial governance and ESG data and research, as well as public companies focused on ESG and governance risk mitigation as a shareholder value enhancing measure. This transaction will bring a strengthened capital structure to ISS and the ability to further accelerate organic and inorganic growth initiatives for the benefit of ISS’ clients while leveraging the infrastructure of Deutsche Börse and, in particular, its global index franchise. After the closing, ISS will continue to operate with the same editorial independence in its data and research organisation that is in place today. The current executive leadership team with CEO Gary Retelny will co-invest in the transaction and will also lead the business of ISS after the closing.

The businesses of ISS and Deutsche Börse are highly complementary and offer the potential for revenue synergies along the Group’s entire value chain: the partnership of ISS with the leading index and analytics capabilities of Qontigo, which is also part of the Group, will open opportunities for ESG growth on both sides. Further linkages along the value chain include ISS’ data distribution, which will benefit from the leading position of the Group’s post-trading services provider Clearstream in the investment funds space. In total, revenue synergies are expected to result in EUR 15 million additional EBITDA by 2023. ISS brings unique access to the buyside with more than 2,000 asset managers, including the global top 10. Moreover, ISS’ strong footprint in the US complements well with Deutsche Börse’s leading position in Europe.

This transaction is the logical next step in Deutsche Börse’s pre-trade growth strategy. It complements last year’s creation of Qontigo, formed from the combination of the analytics capabilities of Axioma with Deutsche Börse’s existing STOXX and DAX index businesses. As a leading ESG-focused provider of high-quality data, analytics and insight, ISS has attractive growth rates. In 2020, ISS is expected to generate net revenue of more than USD 280 million (pro-forma IFRS) and an adjusted EBITDA margin of approximately 35% pre-transaction effects, which has further operating leverage potential. Net revenue of ISS is expected to grow organically at a rate of more than 5% on average per annum until 2023. Deutsche Börse will report ISS’ financial performance as a separate pre-trading segment within the Group.

Theodor Weimer, CEO of Deutsche Börse AG, commented on the acquisition of ISS: “ISS is a very successful company with a high reputation worldwide as a global market leader in providing data, analytics and insights to investors and companies as well as governance services. It is one of the leading ESG providers. Its ESG expertise and data capabilities perfectly link to Deutsche Börse’s business model along our entire value chain. Together, ISS and Deutsche Börse have complementary ingredients to become one of the globally leading ESG players of the future. We have been deeply impressed by the culture and the leadership team of ISS. We look forward to partnering with ISS and working together to support the company’s continued business growth and jointly drive forward Deutsche Börse’s strategy.”

Stephan Leithner, Member of the Executive Board of Deutsche Börse AG, responsible for the Pre- and Post-Trading businesses, added: “ISS combines an emphasis on global corporate governance with an increasing focus on a broader definition of ESG standards, where Europe currently plays a trendsetter role. In this sense, we see our future partnership as a perfect combination to drive innovation and deliver the best expertise for ISS’ traditional investor clients and Deutsche Börse’s financial intermediary clients. As a neutral market infrastructure provider, Deutsche Börse is a natural candidate to provide these kinds of services.”

Gary Retelny, ISS President and CEO, said: “Deutsche Börse’s market-leading brands and solutions align very well with ISS’ offerings within our governance, ESG, index and market intelligence businesses. We believe that the potential combination of ISS’ ESG data and STOXX’ indices will offer clients new, powerful and innovative solutions with unique data sets that meet their evolving investment needs. We at ISS look forward to partnering with Deutsche Börse, along with Genstar Capital, as we continue to build upon the success of our diversified businesses around the world. As we have for more than 35 years, we remain committed to ensuring the provision of the highest quality research, data, analytics, and insight to our clients globally.”

Genstar Capital Managing Director, Tony Salewski, said: “Gary and the ISS management team have built a market-leading data and governance platform through innovative product development and impactful acquisitions, and we appreciate the partnership we have had with them over the past three years. As we continue as investors in ISS, we are excited by the value that Deutsche Börse will bring and our shared commitment to further accelerate ISS’ growth.”

About Deutsche Börse

As an international exchange organisation and innovative market infrastructure provider, Deutsche Börse Group ensures markets characterised by integrity, transparency and stability. With its wide range of products, services and technologies, the Group organises safe and efficient markets for sustainable economies.

Its business areas extend along the entire value chain in exchange trading, including the admission, trading and clearing, and custody of securities and other financial instruments, the dissemination of market data, as well as the management of collateral and liquidity. As a technology company, the Group develops state-of-the-art IT solutions and offers IT systems all over the world.

With more than 6,500 employees, the Group has its headquarters in the financial centre of Frankfurt/Rhine-Main, as well as a strong global presence in 38 locations such as Luxembourg, Prague, London, New York, Chicago, Hong Kong, Singapore, Beijing, Tokyo and Sydney.

For more information, please visit www.deutsche-boerse.com.

Media Contacts:
Ingrid Haas, Head of Group Communications & Marketing
+49 69 211-1 32 17
ingrid.haas@deutsche-boerse.com

Christina Vogt, Head of Pre- and Post-Trading Communications
+49 69-2 11-1 78 54
christina.vogt@deutsche-boerse.com

Patrick Kalbhenn, Group Spokesperson
+49 69-2 11-1 47 30
patrick.kalbhenn@deutsche-boerse.com

About ISS

Founded in 1985, Institutional Shareholder Services group of companies (ISS), empowers investors and companies to build for long-term and sustainable growth by providing high-quality data, analytics and insight. ISS is today a global leading provider of corporate governance and responsible investment solutions, market intelligence and fund services and events and editorial content for institutional investors and corporations globally. Clients rely on ISS’ expertise to help them make informed investment decisions.

ISS currently has more than 2,000 employees worldwide across more than 30 global offices in 15 countries. Its more than 4,000 clients include many of the world’s leading institutional investors who rely on ISS’ objective and impartial ESG and governance research, market intelligence and fund services and data and analytics as well as public companies focused on ESG and governance risk mitigation as a shareholder value enhancing measure.

For more information, please visit www.issgovernance.com.

Media Contact:
Subodh Mishra, Managing Director
+1 301-556-0500
subodh.mishra@issgovernance.com

About Genstar Capital

Genstar Capital is a leading private equity firm that has been actively investing in high quality companies for over 30 years.  Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry- leading businesses.  Genstar currently has approximately $19 billion assets under management and targets investments focused on targeted segments of the financial services, healthcare, industrial and software industries.

Media Contact:
Chris Tofalli, Chris Tofalli Public Relations
+1 914-834-4334
chris@tofallipr.com

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CITIC Capital and Caixin Global Led Consortium Announces Full Exit from its Investment in Leading Market Intelligence Provider, ISI Emerging Markets Group

Citic Capital

CITIC Capital and Caixin Global Led Consortium Announces Full Exit from its Investment in Leading Market Intelligence Provider, ISI Emerging Markets Group

(Hong Kong, 16 November 2020) CITIC Capital Holdings Limited (“CITIC Capital”) announced today that a consortium led by its private equity arm and Caixin Global has agreed to a full exit from its investment in ISI Emerging Markets Group (“ISI”) through a sale to Montagu, a leading European private equity firm. Completion of the sale is expected next month, subject to customary closing requirements.
ISI Emerging Markets Group is a leading provider of critical, hard-to-obtain macroeconomic, company and industry digital intelligence for the emerging markets. Subsequent to the carve-out from Euromoney Institutional Investor Plc in 2018 led by CITIC Capital and Caixin Global, the two brands CEIC and EMIS, were successfully integrated under ISI Emerging Markets Group, providing access to 220 million pieces of content from over 6,000 high-quality sources and available in over 15 languages to customers across the globe.

Yichen ZHANG, Chairman & CEO of CITIC Capital said: “We are delighted to have supported ISI’s management team through a period of strong financial performance and organizational development. During our investment, we worked closely with the team to continue to expand ISI’s technology capabilities, product offering and organization, and to deliver robust growth in its subscription numbers, revenue and profitability. With the support from CITIC Capital and Caixin Global, the company also expanded its sales network and enhanced its data coverage, particularly in the rapidly growing China market. ISI has successfully built a resilient business as proven in the global pandemic environment.”
He added: “ISI is another great example of how we unlock value in carve-out deals. Having completed seven carve-outs in recent years, we moved quickly to fully integrate and realize significant synergies between the CEIC and EMIS businesses. We believe the company is well on track to deliver significant future growth.”

HU Shuli, Chairwoman of Caixin Global said: “In the changing world and amid China’s opening of its capital markets, Caixin is devoted to building a financial information and data platform based in China with global impact. Our cooperation with ISI during this time has been effective, particularly as we have brought CEIC deeper into the Chinese market, and brought new opportunities for its development and operation on mobile platforms. We will continue to keep working with ISI and develop the good relationship. Meanwhile, Caixin will continue investing and empowering global data and research institutions. ”

ISI, alongside Focus Media, Omnivision and UCO, is one of the TMT companies invested in by CITIC Capital Partners. These companies have outperformed despite the pandemic. CITIC Capital believes that this space is one of the most active and exciting sectors in China, and will continue to invest in and to focus on opportunities in this area.
– End –

Note: HSBC is acting as sole financial adviser and Gibson, Dunn & Crutcher UK and White & Case are acting as legal advisers to CITIC Capital on the transaction.

About ISI Emerging Markets Group
ISI Emerging Markets Group has been providing world class data, analysis, and research on emerging markets for over 25 years. ISI is comprised of two brands, CEIC and EMIS, which provide critical macroeconomic, company, and industry information under a subscription-based model. ISI has over 540 employees based in 19 offices across the globe.

About CITIC Capital
Founded in 2002, CITIC Capital Holdings Limited is an alternative investment management and advisory company. The firm manages over USD32 billion of capital across 100 funds and investment products through its multiple asset class platform covering private equity, real estate, structured investment & finance, and asset management. CITIC Capital has over 150 portfolio companies that span 11 sectors and employ over 770,000 people around the world.

CITIC Capital’s private equity arm, CITIC Capital Partners, focuses on control buyout opportunities globally and has completed over 70 investments since inception across China, Japan, U.S., Europe, etc. CITIC Capital Partners currently manages USD7.6 billion of committed capital. For more information, please visit www.citiccapital.com.

About Caixin Global
Caixin Global is one of the most respected sources of macroeconomic, financial and business intelligence on China. Built on Caixin Media’s award winning journalism, Caixin Global delivers fast, reliable business and financial news about China to the world. It offers its English news via a 24/7 digital and mobile platform (caixinglobal.com), and runs a print magazine.
Caixin Global also has an intelligence arm that offers policy analysis, industry monitoring, in-depth research and financial databases with insight into China’s economic policy-making and its financial markets. It organizes a series of high-level global events, including Caixin Roundtables and the Caixin Summit. For more information, please visit www.caixinglobal.com.

For media enquiries, please contact:

Cindy TAM
Director, Corporate Relations
CITIC Capital Holdings Limited
Tel: +852 3710 6813
cindytam@citiccapital.com

Irene GAO
Senior Associate, Corporate Relations
CITIC Capital Holdings Limited
Tel: +852 3710 6814
irenegao@citiccapital.com
irenegao@citiccapital.com

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Nielsen announces sale of Global Connect business to Advent International for $2.7 billion

Advent International

Advent, in partnership with former TransUnion CEO Jim Peck, will accelerate Nielsen Global Connect’s transformation and support its continued innovation in consumer and market measurement

Nielsen to hold a conference call to discuss today’s announcements as well as its third quarter 2020 financial results at 8:00 a.m. U.S. Eastern Time (ET) on Monday, November 2nd, 2020

NEW YORK, and BOSTON, November 1, 2020 – Nielsen Holdings plc (“Nielsen”) (NYSE: NLSN) announced today that it has signed a definitive agreement under which affiliates of Advent International (“Advent”), one of the largest and most experienced global private equity investors, in partnership with James “Jim” Peck, former Chief Executive Officer of TransUnion, will acquire the Nielsen Global Connect business for $2.7 billion (subject to working capital, cash, debt-like items and other customary adjustments). Nielsen will also receive warrants in the new company exercisable in certain circumstances. Upon completion of the transaction, Nielsen Global Connect will be a private company with the flexibility to continue investing in the development and deployment of leading-edge measurement products and solutions. The transaction was unanimously approved by Nielsen’s Board of Directors.

“This is a win for both Nielsen Global Connect and for Nielsen (RemainCo), as well as for our shareholders,” said David Kenny, Chief Executive Officer, Nielsen. “The sale of this business to Advent will deliver substantial value sooner than was anticipated through the planned spin-off and creates certainty for all stakeholders. The proceeds from the sale will allow Nielsen to significantly reduce debt, which will provide greater financial flexibility to execute our growth strategy and expand our role in the global media marketplace. At the same time, we are excited about this opportunity for Nielsen Global Connect and believe that moving forward as a private company will better position the business to accelerate its transformation and strengthen its market-leading position. With the support of Advent’s resources and expertise, we believe the new company will create and define the next century of consumer and market measurement. We thank the entire Nielsen Global Connect team for their invaluable partnership and look forward to continuing a strong working relationship with them in the future.”

Kenny added, “All of the terrific work done by so many to pursue a spin-off will position both businesses to thrive as standalone companies and will allow us to execute a smooth transaction. We are grateful for all of this dedicated work.”

“Nielsen Global Connect is the gold standard in retail measurement, with exceptional insights and unrivaled scale and coverage of the global CPG and retail markets,” said Peck. “As customers face a rapidly evolving marketplace, we recognize that they have high expectations for Nielsen Global Connect to help them meet these new demands and to build on its existing core platform and other retail measurement capabilities. We intend to work with David Rawlinson and the talented management team to accelerate the delivery of new capabilities and to continue the transformation underway to build an innovative, high-performing culture acutely focused on delivering value to customers around the world.”

“Advent is thrilled to partner with Jim in driving this next phase of growth for Nielsen Global Connect,” said Chris Egan, Managing Partner at Advent. “Advent has invested in data and information services companies for nearly three decades, and earlier this year we teamed up with Jim to identify a compelling business in the sector where we can apply our combined experience and resources to create value. We see tremendous potential to build on Global Connect’s cutting-edge platform, drawing on our global footprint and operational strength to further scale the business and advance its leadership across established and emerging markets.”

David Rawlinson will remain CEO of Nielsen Global Connect through the close of the transaction and is expected to be part of the leadership team for the go-forward company. Upon close, Peck will be involved in the day-to-day strategic and operational activities of the company, which will be headquartered in Chicago, IL. In early 2021, the Global Connect business will be renamed NielsenIQ.

Nielsen will grant Nielsen Global Connect a license to brand its products and services with the “Nielsen” name and other Nielsen trademarks for 20 years following closing. Additionally, Nielsen and Advent will enter into agreements pursuant to which, among other things, Nielsen and Advent will provide certain transitional services to each other for periods of up to 24 months following closing, grant each other reciprocal licenses for certain data and corresponding services relating to that data for periods of up to five years following closing and grant each other licenses to use certain patents.

Background on Nielsen Global Connect and Transaction Details
Nielsen Global Connect 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 company offers data and builds tools that use predictive models to turn market observations into business decisions and winning solutions. These data and insights provide the essential foundation that makes markets possible in the rapidly evolving world of commerce.

Nielsen plans to use net proceeds of the transaction primarily to reduce debt and for general corporate purposes. On a pro-forma basis for the transaction, Nielsen expects year-end 2020 net leverage to be under 4X. The transaction is subject to approval by Nielsen shareholders, regulatory approvals, consultation with the works council and other customary closing conditions; it is expected to close in the second quarter of 2021.

Advisors
J.P. Morgan Securities LLC and Guggenheim Securities, LLC are acting as financial advisors to Nielsen, and Wachtell, Lipton, Rosen & Katz, Clifford Chance LLP, DLA Piper, and Baker McKenzie are serving as legal advisors to Nielsen. Ropes & Gray LLP and Weil, Gotshal & Manges LLP are serving as legal counsel to Advent and BofA Securities is serving as lead financial advisor, with Deutsche Bank Securities Inc., RBC Capital Markets and UBS Investment Bank also advising. Financing for the transaction is being arranged and provided by Bank of America, UBS Investment Bank, Barclays, Deutsche Bank AG New York, HSBC, RBC Capital Markets, MUFG and Wells Fargo.

Conference Call and Webcast
Nielsen will hold a conference call to discuss today’s announcements as well as its third quarter 2020 financial results at 8:00 a.m. U.S. Eastern Time (ET) on Monday, November 2, 2020. This conference call will replace the previously announced conference call scheduled for Thursday, November 5, 2020. Interested parties are encouraged to listen to the webcast as wait times for the call may be longer than normal. The webcast can be found on Nielsen’s Investor Relations website at http://nielsen.com/investors. Within the United States, listeners can also access the call by dialing 1+833-502-0473. Callers outside the U.S. can dial 1+236-714-2183. Please note that the conference ID is required to access this call; the conference ID is 2671835.

A replay of the event will be available on Nielsen’s Investor Relations website, http://nielsen.com/investors, from 11:00 a.m. Eastern Time, November 2, 2020 until 11:59 p.m. Eastern Time, November 9, 2020. The replay can be accessed from within the United States by dialing +1-800-585-8367. Other callers can access the replay at +1-416-621-4642. The replay pass code is 2671835.

About Nielsen

Nielsen Holdings plc (NYSE: NLSN) is a global measurement and data analytics company that provides the most complete and trusted view available of consumers and markets worldwide. Nielsen is divided into two business units. Nielsen Global Media provides media and advertising industries with unbiased and reliable metrics that create a shared understanding of the industry required for markets to function. Nielsen Global Connect provides consumer packaged goods manufacturers and retailers with accurate, actionable information and insights and a complete picture of the complex and changing marketplace that companies need to innovate and grow. Our approach marries proprietary Nielsen data with other data sources to help clients around the world understand what’s happening now, what’s happening next, and how to best act on this knowledge. An S&P 500 company, Nielsen has operations in over 90 countries, covering more than 90% of the world’s population. For more information, visit: www.nielsen.com

From time to time, Nielsen may use its website and social media outlets as channels of distribution of material company information. Financial and other material information regarding the company is routinely posted and accessible on our website at www. nielsen.com/investors and our Twitter account at twitter.com/Nielsen

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in over 350 private equity transactions in 41 countries, and as of June 30, 2020, had $58.4 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 200 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer and leisure; and technology. After 35 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

For more information, visit: www.adventinternational.com or www.linkedin.com/company/advent-international

Forward-Looking Statements
This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed sale by Nielsen of its Global Connect business to an affiliate of Advent International Corporation (the “proposed transaction”), as well as those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected. Factors leading thereto may include, without limitation, the risks related to the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the COVID-19 pandemic on Nielsen’s business, the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the stock purchase agreement entered into pursuant to the proposed transaction (the “Agreement”), the possibility that Nielsen shareholders may not approve the entry into the Agreement, the risk that the parties to the Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to the disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsen’s common stock, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees and other business relationships and on its operating results and business generally, the risk that the pending proposed transaction could distract management of Nielsen, conditions in the markets Nielsen is engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Nielsen’s business and other specific risk factors that are outlined in our disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as our 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements speak only as of the date of this communication, and we assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors, except as required by law.

Additional Information and Where to Find It
This communication relates to the proposed transaction involving Nielsen. In connection with the proposed transaction, Nielsen will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including Nielsen’s proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that Nielsen may file with the SEC and send to its shareholders in connection with the proposed transaction. The transaction will be submitted to Nielsen’s shareholders for their consideration. Before making any voting decision, Nielsen’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available because they will contain important information about the proposed transaction.
Nielsen’s shareholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Nielsen, without charge, at the SEC’s website (www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Nielsen Holdings plc, 85 Broad Street, New York, NY 10004, Attention: Corporate Secretary; telephone (646) 654-5000, or from Nielsen’s website, www.nielsen.com.

Participants in the Solicitation
Nielsen and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Nielsen’s directors and executive officers is available in Nielsen’s definitive proxy statement for its 2020 annual meeting, which was filed with the SEC on April 1, 2020, and Nielsen’s Current Report on Form 8-K, which was filed with the SEC on April 30, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of this document and such other materials may be obtained as described in the preceding paragraph.

Media contacts

Nielsen
Investor Relations: Sara Gubins, +1 646 654 8153, sara.gubins@nielsen.com
Media Relations: Fernanda Paredes, +1 917 291 1196, fernanda.paredes@nielsen.com

Advent International
Kerry Golds or Anna Epstein
Finsbury
Tel: +1 646 805 2000
Adventinternational-US@finsbury.com

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Ratos divests Bisnode to Dun & Bradstreet

Ratos

The transaction forms part of the development of Ratos into a group of companies with a focus on profitable growth.

  • Ratos is selling the data and analytics company Bisnode to Dun & Bradstreet for a purchase price based on an approximate enterprise value of SEK 7,200m, representing an EV/EBITA multiple of 13,8x.
  • The sale of Ratos’s 70% shareholding corresponds to an approximate equity value of SEK 3,900m, representing a Group capital gain of about approximately SEK 2,000m. In addition, Ratos will receive a dividend from Bisnode during the fourth quarter 2020 amounting to SEK 175m.
  • 25% of the equity value comprises of shares in Dun & Bradstreet, listed on the New York Stock Exchange. Ratos’s CEO, Jonas Wiström, will join the Dun & Bradstreet International Strategic Advisory Board.
  • Bisnode has doubled its profitability over the past four years. The transaction enables increased growth through Dun & Bradstreet’s international reach and expanded global customer base.
  • The transaction is an additional step in the development of Ratos and will create the financial conditions for accelerating profitable growth and acquisitions.

Ratos AB (“Ratos”) has signed an agreement to sell its entire 70% holding in Bisnode AB (“Bisnode”), excluding the business operations in Belgium, to Bisnode’s partner Dun & Bradstreet for an approximate enterprise value of SEK 7,200m, corresponding to an EV/EBITA multiple of 13,8x and an approximate equity value of SEK 3,900m. In addition, Ratos will receive a dividend from Bisnode during the fourth quarter 2020 amounting to SEK 175m. 75% of the equity value comprises a cash consideration, and 25% of shares in Dun & Bradstreet Holdings, Inc., corresponding to approximately 1% of shares outstanding. Bonnier is also selling its 30% stake in Bisnode to Dun & Bradstreet. The transaction is subject to customary regulatory approval and is expected to close by early 2021.

“This is a good deal for Ratos, which also means that we release capital and can increase the pace of our business plan with the aim of investing in organic growth and margin growth in the existing portfolio as well as add-on and potential new acquisitions. The sale is an important step in the transformation of Ratos into a company group with a focus on profitable growth”, says Jonas Wiström, President and CEO of Ratos.

Bisnode has undergone a successful development process over the past four years with a focus on an improved customer offering, stability and profitability. During that time, the operating margin has doubled from 7% to 14% for a rolling 12-month period. Future growth aimed at reaching a leading position will require Bisnode’s participation in the ongoing consolidation of an increasingly global data and analytics market, benefitting from Dun & Bradstreet’s global scale, expertise and market leading solutions.

“Ratos’s transformation into a focused company group is based on the premise that we will own companies that are, or can become, market leaders. In Bisnode’s case, we do not have the possibility to invest in the creation of a market-leading position in the market for data and analysis on our own. We would prefer to participate in the consolidation together with a global leading partner that can realise major synergies with Bisnode, which we are enabling via this transaction. It also feels satisfying to have found a good solution considering the interdependence that Bisnode has had to Dun & Bradstreet since 2003 as a reseller”, says Jonas Wiström.

Dun & Bradstreet is a leader in the industry for data and analysis and their modern Finance and Risk Solutions and Sales and Marketing Solutions account for an increasing share of Bisnode’s sales and currently amounts to approximately 33%. The companies have had a close cooperation for two decades and complement each other well geographically. Bisnode holds a strong position in Northern and Central Europe, while Dun & Bradstreet is a market leader in the US and holds a leading position in several international markets including a strong position in the United Kingdom. The merger will make Bisnode a natural platform for Dun & Bradstreet in Northern and Central Europe, while creating opportunities for achieving economies of scale in such areas as sales, product development, data sources and analytics.

Other financial information
After the closing date, Ratos’s ownership in Dun & Bradstreet will be approximately 1%, corresponding to approximately SEK 1,000m based on Dun & Bradstreet’s volume weighted average closing price over the past 20 trading days until 6 October 2020.

The enterprise value of Bisnode’s Belgian operations is SEK 42m, but this has not been included in the transaction since the company differs sharply from Bisnode’s other operations and does not offer synergy opportunities for Dun & Bradstreet. Ratos intends to divest the business separately.

Ratos continued development towards a group of companies with a focus on profitable growth
Over the past two years, Ratos has been focused on stabilising the Group and increasing the profitability of its companies. At 30 June 2020, EBITA on a rolling 12-month basis was SEK 1,573m (SEK 829m). In the first half of 2020, 11 of 12 companies in the company group showed improved earnings.

Ratos’s management believes that there is scope for improving profitability and organic growth within the company group. Several companies have achieved stability and a level of profitability that also enables growth through acquisitions. The sale of Bisnode will create the financial conditions for implementing the add-on and potential new acquisitions that form part of the plan for the continued development of Ratos.

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Press and video/teleconference
At 10:00 a.m. on Thursday, 8 October, Jonas Wiström (President and CEO) will hold a press and video/teleconference. The press conference will be held at Ratos’s head office (Drottninggatan 2, Stockholm, Sweden). Only pre-registered participants may participate in person. Participation can be registered by sending an e-mail to anna.ringberg@ratos.com. Please note that the number of places are limited due to Covid-19.

To participate in the video/teleconference, call +443333009263 or +18338230589 or follow this link https://tv.streamfabriken.com/2020-10-08-press-conference. The presentation material is available on Ratos’s website: www.ratos.com.

In connection with the press and telephone conference, Stephen C. Daffron, President Dun & Bradstreet, will present his view on the transaction and be available for questions.

This is information that Ratos AB is required to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, on 8 October 2020 at 05.45 a.m. CEST.

 

For further information, please contact:
Jonas Wiström, CEO Ratos, +46 70 868 40 50
Helene Gustafsson, Head of IR and Press, +46 70 868 40 50, helene.gustafsson@ratos.com

 

About Ratos:
Ratos is a business group consisting of 12 companies divided into three business areas: Construction & Services, Consumer & Technology and Industry. In total, the companies have SEK 38 billion in sales and EBITA of SEK 1.8 billion. Our business concept is to develop mid-sized companies headquartered in the Nordics that are or can become market leaders. We enable independent mid-sized companies to excel by being part of something larger. People, leadership, culture and values are key focus areas for Ratos. Everything we do is based on Ratos’s core values: Simplicity, Speed in Execution and It’s All About People.

About Bisnode
Bisnode is a leading European data and analytic company. The company helps organisations to find and manage customers throughout the customer’s life cycle. With Bisnode’s Smart Data approach, companies can increase their revenue and minimise their losses. Bisnode is Dun & Bradstreet’s largest strategic alliance partner. The Group has its head office in Stockholm, and 2,100 employees in 19 countries. At 30 June 2020, sales on a rolling 12-month basis amounted to SEK 3,754m and EBITA was SEK 522m. 1/3 of revenue is derived from the company’s strategic partner Dun & Bradstreet.

About Dun & Bradstreet
Dun & Bradstreet, a leading global provider of business decisioning data and analytics, enables companies around the world to improve their business performance. Dun & Bradstreet’s Data Cloud fuels solutions and delivers insights that empower customers to accelerate revenue, lower cost, mitigate risk, and transform their businesses. Since 1841, companies of every size have relied on Dun & Bradstreet to help them manage risk and reveal opportunity.

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