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Brookfield-led group buys media measuring company Nielsen for $16-billion, including debt – The Globe and Mail

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Brookfield Asset Management is part of an investment group that hopes to take iconic television-ratings company Nielsen Holdings plc private in a US$10-billion deal.

The group, which is led by activist investors Elliott Investment Management L.P., convinced the Nielsen board to agree to a US$28-per-share offer for its New York Stock Exchange listed shares after rejecting an earlier bid.

Nielsen, which traded for US$17.51 per share as recently as March 11, said on March 20 that it had turned down an offer of US$25.40 for its stock.

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The consortium will take on just over US$5.8-billion in Nielsen debt, prompting Nielsen to label the transaction a US$16-billion deal.

Brookfield’s part of the deal will be conducted via its Brookfield Business Partners LP entity, which trades separately from the parent on the Toronto and New York stock exchanges. Brookfield says it will put US$600-million of its own money in the deal, and will bring other unnamed institutional partners in to buy a total of US$2.5-billion in preferred equity in the new Nielsen structure.

That preferred equity will be convertible into 45 per cent of Nielsen’s stock, post-transaction. Brookfield “will be actively involved in the company’s governance,” it said in a statement.

While many know Nielsen for its television ratings, the company has branched out into measures of audience and other data and analytics across multiple platforms, in 55 countries. It had US$3.5-billion in revenue last year.

Dave Gregory, a managing partner at Brookfield Business Partners, said in a statement that Nielsen is “a market-leading company that is deeply embedded in the media ecosystem as a trusted service provider to its customers. Nielsen is well positioned to lead the industry into the next generation of audience measurement across all channels and platforms.”

When Nielsen rejected the lower offer earlier this month, it said The WindAcre Partnership LLC, which owns 9.6 per cent of the company, had advised it that it opposed the deal and would acquire additional shares so that it could prevent shareholder approval of the proposed transaction. Windacre, Nielsen said, declined to join the Elliott-Brookfield consortium.

Nielsen said WindAcre’s ownership disclosures on March 14 said the investor had economic exposure to 51,914,900 Nielsen shares, or 14.44 per cent of Nielsen, through total return swaps. That is in addition to its 9.6 per cent common-share ownership.

Under United Kingdom law, a takeover requires approval of at least 75 per cent in value of the shares voting on the transaction. While Nielsen is headquartered in New York City, it is registered as a UK corporation.

The transaction agreement provides for a 45-day “go-shop” period, during which Nielsen will actively solicit, evaluate and possibly enter into negotiations with parties that offer alternative proposals, Nielsen said. Following the period, Nielsen will be permitted to continue discussions with any person or group that submitted a qualifying proposal during the 45-day period, if the Nielsen board determines the proposal is superior to this transaction.

Any competing bidder would pay the US$102-million termination fee owes the Elliott-Brookfield consortium if it backs out.

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CTV National News: Social media giants sued – CTV News

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CTV National News: Social media giants sued  CTV News

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India’s media – captured and censored

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Across almost every form of media in India – social, broadcast and print – Narendra Modi and the BJP hold sway.

With India amid a national election campaign, its news media is in sharp focus. Until recently it was believed that the sheer diversity of outlets ensured a range of perspectives, but now, India’s mainstream media has largely been co-opted by the Bharatiya Janata Party and Prime Minister Narendra Modi. Just how did the media in India get to this point and what does it mean for the upcoming elections?

Featuring:

Ravish Kumar – Former Host, NDTV
Shashi Shekhar Vempati – Former CEO, Prasar Bharati
Pramod Raman – Chief Editor, MediaOne
Amy Kazmin – Former South Asia Bureau Chief, Financial Times
Meena Kotwal – Founder, The Mooknayak

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Social media lawsuit launched by Ontario school boards

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Premier Doug Ford says that lawsuits launched by four Ontario school boards against multiple social media platforms are “nonsense” and risk becoming a distraction to the work that really matters.

The school boards, including three in the Greater Toronto Area, have launched lawsuits seeking $4.5 billion in damages against Snapchat, TikTok, and Meta, the owner of both Facebook and Instagram, for creating products that they allege negligently interfere with student learning and have caused “widespread disruption to the education system.”

But at an unrelated news conference in Ottawa on Friday, Ford said that he “disagrees” with the legal action and worries it could take the focus away from “the core values of education.”

“Let’s focus on math, reading and writing. That is what we need to do, put all the resources into the kids,” he said. “What are they spending lawyers fees to go after these massive companies that have endless cash to fight this? Let’s focus on the kids, not this other nonsense that they are looking to fight in court.”

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Four separate but similar statements of claim were filed in Ontario’s Superior Court of JusticSocial media lawsuit launched by Ontario school boards pervasive problems such as distraction, social withdrawal, cyberbullying, a rapid escalation of aggression, and mental health challenges,” Colleen Russell-Rawlins, the director of education with the Toronto District School Board, said in a news release issued Thursday.

“It is imperative that we take steps to ensure the well-being of our youth. We are calling for measures to be implemented to mitigate these harms and prioritize the mental health and academic success of our future generation.”

The school boards are represented by Toronto-based law firm Neinstein LLP and the news release states that school boards “will not be responsible for any costs related to the lawsuit unless a successful outcome is reached.”

These lawsuits come as hundreds of school districts in the United States file similar suits.

“A strong education system is the foundation of our society and our community. Social media products and the changes in behaviour, judgement and attention that they cause pose a threat to that system and to the student population our schools serve,” Duncan Embury, the head of litigation at Neinstein LLP, said in the new release.

“We are proud to support our schools and students in this litigation with the goal of holding social media giants accountable and creating meaningful change.”

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