According to the Complaint, Nielsen Holdings plc is a global measurement and data analytics company providing a view of consumers and markets worldwide.

On November 1, 2020, Nielsen issued a press release announcing the Proposed Transaction, wherein Nielsen’s Global Connect business (“Connect”) will be acquired by newly formed entities which are controlled by investment funds advised by affiliates of Advent International Corporation.

On December 23, 2020, Nielsen filed a Schedule 14A Definitive Proxy Statement (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Nielsen stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the background of the Proposed Transaction; (ii) the financial projections and the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; and (iii) Company insiders’ potential conflicts of interest.