VNU Agrees To Public Offer From Private Equity Group
That Values Company at EUR 28.75 Per Common Share, or Approximately EUR 7.5 Billion in Cash
Offer represents a multiple of 13.4 times 2005 normalized EBITDA, an attractive valuation compared with recent trading of peer company stocks as well as VNU’s stock

Consortium intends to keep VNU substantially together as an integrated company pursuing existing long-term strategy

Consortium members are affiliated funds of AlpInvest Partners,

The Blackstone Group, The Carlyle Group, Hellman & Friedman,

Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners

The Supervisory and Executive Boards unanimously support and unanimously recommend the Intended Offer

Haarlem, the Netherlands, March 8, 2006 – VNU N.V. (ASE: VNU), a leading global information and media company, and Valcon Acquisition B.V. (the "Offeror"), a holding company newly incorporated in the Netherlands, announced today that they have agreed to a public offer for VNU that values the company’s equity at EUR 7.5 billion, or EUR 28.75 per common share.


The expectation that VNU would reach an agreement on the intended public offer for all of the company’s issued common shares and 7% preferred shares was realized after a meeting of the company’s Supervisory Board in Haarlem yesterday evening. Following the meeting, VNU and the Offeror entered into a merger protocol for the purchase of the company (the "Offer"). The Offeror is controlled by a private-equity group consisting of affiliated funds of AlpInvest Partners N.V., The Blackstone Group L.P., The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Thomas H. Lee Partners, L.P.

The Supervisory and Executive Boards of VNU, after giving due consideration to the strategic, financial and social aspects of the proposed transaction, unanimously support the Offer and conclude that it is in the best interests of shareholders and all other stakeholders of VNU, and they unanimously recommend that shareholders accept the Offer.

"Based on a long and careful analysis of various alternatives, including remaining a stand-alone company and breaking up the company, we concluded that this transaction best serves the interests of VNU’s shareholders, clients and employees," said Aad Jacobs, chairman of VNU’s Supervisory Board. "The all-cash offer provides shareholders with an attractive price that fully reflects the independently assessed fair value of the company."

Offer Highlights

The Offer will be an all-cash offer for all of the issued and outstanding common shares and all of the issued and outstanding 7% preferred shares of VNU N.V. Based on the Offer price of EUR 28.75 per common share, the value of the offer for the common shares is approximately EUR 7.5 billion. Based on the Offer price of EUR 13.00 per 7% preferred share, the value of the offer for the 7% preferred shares is approximately EUR 2 million.

The Offer price of EUR 28.75 per common share represents:

o A multiple of 13.4 times 2005 normalized EBITDA (adjusted for IMS and IRI settlement costs and book gains), an attractive valuation compared to the recent trading of peer company stocks, as well as to the recent history of trading of VNU’s stock; and

o A 23% premium over the closing price on July 8, 2005, the last trading day prior to VNU’s announcement of its planned merger with IMS Health.

The aggregate value of the transaction is approximately EUR 8.6 billion, or $10.3 billion, including net indebtedness. VNU will not declare or pay any dividends on its common shares.

Launch of the Offer is subject to completion of preparations and customary conditions. The closing of the transaction is conditioned upon 95% of VNU shareholders in each class, common and preferred, tendering their shares, as well as regulatory approvals and other customary closing conditions. Following the closing, VNU shares will no longer be listed on Eurolist by Euronext Amsterdam.

Rob van den Bergh, chief executive officer of VNU, said, "This transaction brings VNU new owners who support our long-term strategy of growth through expanded market coverage; expansion into developing markets; technology and service innovation; and development of integrated business solutions for our clients. It gives the company the added operational flexibility of private ownership. VNU will continue to focus on improving efficiency and integration across our businesses to ensure that we capture the substantial growth opportunities made possible by our business model and strategy."

Previously, Van den Bergh had announced that he would step down as chief executive officer. This is now anticipated to happen upon the closing of the transaction.

AlpInvest Partners N.V., The Blackstone Group L.P., The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Thomas H. Lee Partners, L.P. said in a statement: "We are investing in the future of a company with an unmatched portfolio of market-leading assets, a highly knowledgeable and dedicated employee base and a sound strategy for the future. We intend to capitalize on these strengths by keeping VNU substantially together as an integrated company and continue to pursue its long-term strategy of improving operational efficiency and investing in product development and innovation. VNU’s businesses bring together a unique combination of market intelligence, analysis, advice and service. We are confident that the company is well positioned to build further on these strengths."

Each of the six firms in the consortium has a strong track record of successful long-term investments in a wide variety of companies and industries.

VNU has signed a Merger Protocol with the private-equity consortium. The company and the Offeror will make all requisite filings with appropriate competition authorities and the Netherlands Authority for the Financial Markets (AFM). VNU also will have all requisite consultations with, among others, the Works Council and trade unions. VNU expects the public offer for its shares to commence in early to mid-April and to hold a shareholders meeting to discuss the offer sometime in mid- to late April. This meeting is expected to coincide with VNU´s annual shareholders meeting, currently scheduled for April 18, 2006. The company would expect the tender period to be completed in early to mid-May, with acceptance and settlement of all tenders by the end of May.

Among other things, the Offeror has given the company certain undertakings relating to the continuation of employee benefit programs for 12 months following completion of the tender.

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Die lenen je een paraplu en als het regent halen zij hem terug.


VNU DELIVERS 2005 EPS OF EUR 1.00, EXCEEDING EARLIER FORECAST

- Reported EPS of EUR 1.00, up 3%, beats previous forecast of EUR 0.85 to EUR 0.90

- EPS upside driven by better-than-expected results and favorable settlement of tax audits, more than offsetting IRI settlement cost

- Organic EBITDA(a) up 11%, excluding one-time items(b), exceeds earlier forecast of high- single digit growth

- Organic revenues(a) up just over 5%, at lower end of previous guidance

- Strong organic(a) growth from MMI, U.S. trade shows and Intermediair; MI performing well outside Europe

- In a separate press release today, VNU announced that it has agreed to a public offer from private-equity group that values the company’s equity at EUR 7.5 billion, or EUR 28.75 per common share