VNU and IMS Health announced that they have decided to merge in a stock and cash transaction, which is valued at about 5.8 billion euros or $7 billion.
“This merger of two industry leaders gives us the scale and capabilities to meet growing client demand for the must-have market intelligence that drives critical business decisions,” said VNU CEO Rob van den Bergh, who will be CEO of the combined company.
According to a press release, the combined company will have pro forma 2004 revenues of about 4.7 billion euros or $5.6 billion, pro forma annual EBITDA of about 1.1 billion euros or $1.3 billion, and an EBITDA margin of about 23%.
“Together, we will be able to measure our clients’ performance in three key sectors of the global economy – consumer packaged goods, healthcare and media – and offer superior insights into the consumer behavior that drives these markets,” said van den Bergh. “And with the expertise of our combined teams, we will be able to create a new generation of advanced analytical services, and accelerate the development of our advisory and consulting capabilities.”
The combined company will be listed on both the Euronext Amsterdam and the New York Stock Exchange. VNU shareholders will control about 65% of the company, while IMS shareholders control about 35%.
“Our companies know each other well and are already working together successfully in various markets around the world,” said David R. Carlucci, IMS president and CEO, who will be Deputy CEO and COO of the combined company.
“Our clients will benefit from the integration of our data assets and expertise, while gaining a better understanding of consumer behavior,” he said. “As a company, we will benefit from financial strength, an impressive list of blue-chip clients, broad consulting and services capabilities, and global reach. This is a strategically compelling transaction that provides real value to clients, employees and shareholders in both the near- and long-term, as well as exciting opportunities for growth.”
The combined company will have a ten-member Supervisory Board. Four of the members are currently members of the IMS Board of Directors. One of these is IMS chairman David M. Thomas, who will become vice chairman of the VNU Supervisory Board.
The merger is expected to reach completion in the first quarter of next year, and is subject to approval by shareholders of both companies, as well as regulatory approvals and other customary closing conditions. The Executive and Supervisory Boards of VNU and the Board of Directors of IMS have each unanimously approved the transaction.
Chris is a staff writer for Murdok. Visit Murdok for the latest ebusiness news.