Arbitron Inc. Shareholders Approve Acquisition By Nielsen Holdings N.V.
COLUMBIA, Md., April 16, 2013 /PRNewswire/ -- Arbitron Inc. (NYSE: ARB) announced today that at the Company's Special Meeting of Stockholders held today, stockholders voted to approve the acquisition of the Company by Nielsen Holdings N.V.
Approximately 98.99 percent of the shares voting at today's Special Meeting of Stockholders voted in favor of the agreement and plan of merger. These shares represented approximately 77.11 percent of total outstanding shares of Arbitron common stock as of the March 8, 2013 record date for the Special Meeting.
As previously announced on December 18, 2012, Arbitron Inc. and Nielsen Holdings N.V. entered into a definitive agreement for Nielsen to acquire all of the outstanding common stock of Arbitron for $48.00 per share in cash.
The transaction remains subject to certain regulatory approvals, including expiration of the Hart-Scott-Rodino antitrust waiting period, and customary closing conditions.The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Arbitron named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable was approved by 87.86 percent of the shares voted at the Special Meeting, representing approximately 68.44 percent of the outstanding shares of the Company's common stock. At the meeting, approximately 9.55 percent of shares voted against this proposal. About ArbitronArbitron Inc. (NYSE: ARB) is an international media and marketing research firm serving the media–radio, television, cable and out-of-home; the mobile industry as well as advertising agencies and advertisers around the world. Arbitron's businesses include: measuring network and local market radio audiences across the United States; surveying the retail, media and product patterns of U.S. consumers; providing mobile audience measurement and analytics in the United States, Europe, and Asia, and developing application software used for analyzing media audience and marketing information data. The Company has developed the Portable People Meter™ (PPM®) and the PPM 360™, new technologies for media and marketing research. Portable People Meter™, PPM® and PPM 360™ are marks of Arbitron Inc. This press release 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 may be identified by words such as 'will', 'expect', 'should', 'could', 'shall' and similar expressions. These statements are subject to risks and uncertainties concerning Nielsen's proposed acquisition of Arbitron, Arbitron's expected financial performance, as well as Arbitron's strategic and operational plans and actual results and events could differ materially from what presently is expected. The potential risks and uncertainties include the possibility that the transaction will not close or that the closing may be delayed; the possibility that the conditions to the closing of the transaction may not be satisfied; the transaction may involve unexpected costs, liabilities or delays; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; general economic conditions; conditions in the markets Nielsen and Arbitron are engaged in; behavior of customers, suppliers and competitors (including their reaction to the transaction); technological developments; as well as legal and regulatory rules affecting Nielsen's and Arbitron's business and specific risk factors discussed in other releases and public filings made by Nielsen and Arbitron (including the their respective filings with the SEC). This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this press release, 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. SOURCE Arbitron Inc.
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