Did you hear?… OR, HFB show owner VNU makes offer on market research firm

NetRatings, an Internet market research firm, is evaluating a proposal by majority shareholder VNU Group BV to acquire the company for about $225.6 million in cash. Netherlands-based VNU is the parent company of Outdoor Retailer, Health & Fitness Business, Interbike and other sporting goods trade shows.

NetRatings has formed a committee of independent directors to review the $16-per-share offer announced on Oct. 9. VNU — also the parent of ACNielsen and Nielsen Media Research — already owns 60.5 percent of NetRatings and is bidding for the remaining minority interest.

Although VNU’s offer was a 10-percent premium to NetRatings’ $14.57 closing price on the Nasdaq on Oct. 6, NetRatings shares traded up almost 15 percent to $16.47 per share on Oct. 9 with the news — indicating that investors may be expecting an improved offer.

VNU said its offer values the NetRatings stake at an enterprise value multiple of 54 times and 36 times over 2006 and 2007 Ebitda, respectively, based on Wall Street estimates.

NetRatings has hired Lehman Brothers as its financial adviser and Gibson, Dunn & Crutcher LLP as its legal counsel. J.P. Morgan Securities Inc. is serving as a financial adviser to VNU in the transaction.

If a deal were successful, NetRatings would become a wholly owned VNU subsidiary and delisted.