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NLSN > SEC Filings for NLSN > Form 8-K on 30-Sep-2013All Recent SEC Filings

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Completion of Acquisition or Disposition of Assets, Regulation FD Disclosur

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 30, 2013, the Company completed the previously-announced Merger pursuant to the terms of the Merger Agreement. As a result of the Merger, Arbitron is now an indirect wholly-owned subsidiary of The Nielsen Company B.V. and the Company.

Under the terms of the Merger Agreement, each share of common stock of Arbitron, par value $0.50 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Arbitron, the Company, Merger Sub or any Arbitron stockholders who perfect their statutory rights of appraisal under Delaware law) was converted into the right to receive $48.00 in cash, without interest and less any applicable withholding taxes.

The aggregate purchase price paid for all of the equity securities of Arbitron was approximately $1.3 billion.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on September 30, 2013 regarding the matters described in Item 2.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 incorporated herein shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of Arbitron required by this Item will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

The following exhibits are filed herewith:

No. Description

99.1 Press Release issued by Nielsen Holdings N.V. on September 30, 2013

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