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Leading activist investors in VNU who helped scupper a €7bn ($8.4bn) US acquisition on Wednesday moved to maintain their grip on the Dutch business information group, saying they would approve no sale before independently ensuring that the strategy offered best value.
Speaking as VNU confirmed several approaches, Knight Vinke Asset Management said it had hired a leading management consultancy to “take a hard and critical look at strategic and operational issues”.
Eric Knight, from KVAM, said it was essential to establish the potential worth of VNU before deciding whether shareholder value could be maximised in ways other than a sale.
VNU investors forced the abandonment of a bid for IMS, an event that cost Rob van den Berg his job as chief executive. Mr Knight said: “Nothing is going to happen without the shareholders’ agreement.”
VNU confirmed on Wednesday it had “received expressions of interest from various parties regarding a possible acquisition; the executive board and supervisory board are evaluating this possibility”.
Declining to elaborate, Rob Ruijter, chief financial officer, said: “We want to do more work before we can comment in a meaningful way.”
The move by KVAM, which holds 2 per cent of VNU, has been carried out independently of the company and other shareholders, although Mr Knight said the investors talked regularly and would consult about offers.
Shareholders are not believed to have been contacted by potential buyers, although there have been approaches by private equity companies to lawyers and management consultants.Mr Knight said the information gleaned from the management study would be made available to VNU's board.
VNU shares have been at their highest level in more than two years in the light of takeover talk. On Friday it emerged that at least one private equity consortium was being assembled, including Apax, Blackstone, Carlyle, KKR, Permira and Alpinvest.
Mr van den Berg continues to be closely involved in assessing interest in VNU, as one of two members of its executive board, with Mr Ruijter. The executive board is supervising any discussions that may take place," said Mr Ruijter.
But the fact that he sits on an international advisory board at CVC, the private equity company, has prompted questions about his role. He said on Wednesday he would cut ties to any private equity company that was a member of a consortium seeking to buy VNU.
VNU on Wednesday cut its sales forecast for 2005 mainly because of sluggish growth in European market research activities, and said it would extend cost-saving measures. It maintained earnings per share guidance, albeit without the effect of €30m in costs related to the IMS deal.
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