(Bloomberg) — The U.K. is investigating the rapid stake-building of WindAcre Partnership LLC in Nielsen Holdings Plc to ensure it complies with the country’s new beefed-up takeover regime, according to a person familiar with the matter.
WindAcre had amassed a 27.3% stake as of April 18, according to U.S. filings.
U.K. officials at the Investment Security Unit are investigating whether that stake should have also been declared in Britain, where the company is incorporated and has more than 500 employees. It’s an early test for Britain’s National Security and Investment Act, which came into force in January.
It mandates investors declare if they control more than 25% of any business dealing in “notifiable” sensitive sectors, including artificial intelligence, if the asset is from, in, or has a connection to the U.K.
WindAcre crossed this threshold but hadn’t declared its stake to the U.K. government, the person said, asking not to be identified because the discussions are private.
A representative for WindAcre wasn’t immediately available for comment.
WindAcre, a hedge fund which was started by Snehal Amin, an alumnus of London-based activist firm TCI, opposes the structure of a $16 billion private equity buyout led by Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management, and Brookfield Asset Management Inc. A representative for Nielsen didn’t immediately respond to a request for comment and a representative for the consortium declined to comment.
New York-headquartered, U.K.-incorporated Nielsen is best known for its TV ratings service but has also been investing in AI for years to learn how consumers are responding to marketing and adapt services rapidly in real time.
WindAcre owned 9.6% of Nielsen at the time Nielsen accepted the consortium’s offer. WindAcre opposed that offer but would have supported if it was awarded roughly $1.1 billion in additional equity, according to people familiar with the matter.
The U.K.’s Department for Business, Energy and Industrial Strategy monitors the market but doesn’t routinely comment on individual transactions, a spokesperson said by email.
“The Business Secretary has powers under the National Security and Investment Act to intervene in acquisitions where necessary,” the spokesperson added. “Completing a notifiable acquisition without approval will mean the acquisition is void and may mean that the acquirer is subject to civil or criminal penalties.”
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