<SEC-DOCUMENT>0000950123-01-507601.txt : 20011031
<SEC-HEADER>0000950123-01-507601.hdr.sgml : 20011031
ACCESSION NUMBER:		0000950123-01-507601
CONFORMED SUBMISSION TYPE:	425
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20011029
GROUP MEMBERS:		ACNIELSEN ERATINGS.COM
GROUP MEMBERS:		VNU NV

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VNU N V
		CENTRAL INDEX KEY:			0001093410
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]

	FILING VALUES:
		FORM TYPE:		425

	BUSINESS ADDRESS:	
		STREET 1:		C/O VNU USA INC
		STREET 2:		1515 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

	MAIL ADDRESS:	
		STREET 1:		C/O VNU USA INC
		STREET 2:		1515 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACNIELSEN CORP
		CENTRAL INDEX KEY:			0001019878
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700]
		IRS NUMBER:				061454128
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		425
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12277
		FILM NUMBER:		1768275

	BUSINESS ADDRESS:	
		STREET 1:		177 BROAD STREET
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06901
		BUSINESS PHONE:		2038344200

	MAIL ADDRESS:	
		STREET 1:		177 BROAD ST
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06901
</SEC-HEADER>
<DOCUMENT>
<TYPE>425
<SEQUENCE>1
<FILENAME>y54275vne425.txt
<DESCRIPTION>PRESS RELEASE: VNU NV/ACNIELSEN CORP/ACN ERATINGS
<TEXT>
<PAGE>

                                                 Filed by:                VNU NV
                                                           ACNielsen Corporation
                                                          ACNielsen eRatings.com

                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934

                                          Subject Company: ACNielsen Corporation
                                                  Commission File No.: 001-12277



VNU NV ISSUED THE FOLLOWING PRESS RELEASE ON OCTOBER 26, 2001:
<PAGE>
PRESS RELEASE

Date                  October 26, 2001






     NETRATINGS TO ACQUIRE JUPITER MEDIA METRIX; ALSO AGREES TO PURCHASE
     ACNIELSEN ERATINGS.COM IN A SEPARATE TRANSACTION

     VNU WILL MAINTAIN MAJORITY INTEREST IN NETRATINGS; SELLS ITS INTEREST IN
     ERATINGS

     Haarlem, The Netherlands - VNU, a leading media and information company,
     today announced that NetRatings, Inc. (Nasdaq: NTRT), in which VNU has a
     64% interest, has agreed to purchase Jupiter Media Metrix, in a
     transaction valued at approximately USD 71.2 million. In addition,
     NetRatings, a leading provider of Internet audience measurement
     information and analyses, simultaneously announced that it has agreed to
     purchase the 80.1% of ACNielsen eRatings.com that it does not currently
     own for USD 16.4 million in a transaction in which NetRatings will issue
     1,256,000 shares. At present, ACNielsen eRatings.com is a joint venture of
     VNU's subsidiary ACNielsen and NetRatings.

     JUPITER MEDIA METRIX, headquartered in New York, is a global leader in
     Internet and new technology analysis and measurement. Under the merger
     agreement that provides for the transaction, Jupiter Media Metrix
     stockholders may elect to receive 0.1490 NetRatings shares or USD 1.95 in
     cash in exchange for each Jupiter Media Metrix share. The merger agreement
     provides that no more than 50% nor less than 30% of the aggregate
     transaction consideration will be paid in cash. The closing of the
     transaction is subject to federal antitrust clearance, approval by the
     Jupiter Media Metrix shareholders and other customary conditions. It is
     expected to close during the first quarter of 2002.

     Following the three-way merger, NetRatings will provide the global breadth
     and depth of services covering key Internet and new technology research
     areas, including comprehensive Internet audience and advertising
     measurement and analyst research services. The new company will continue
     to have the largest global footprint in measuring Internet audience
     behavior.

     NetRatings, based in Milpitas, California, expects the acquistion of
     Jupiter Media Metrix to grow its number of clients, which include leading
     media companies, advertising agencies, financial institutions, eCommerce
     marketeers and consulting firms, by more than 90%.

     NetRatings reported revenue of USD 20.4 million for the year ended
     December 31, 2000. Jupiter Media Metrix reported pro forma revenue of USD
     142.8 million for the year ended December 31, 2000.

     ACNIELSEN ERATINGS.COM ('eRatings'), an Internet audience measurement
     company with operations outside the United States, is a joint venture
     80.1% owned by ACNielsen and 19.9% owned by NetRatings. The transaction
     will allow NetRatings to streamline its international operations and
     consolidate its services under its global Nielsen//NetRatings brand. It is
     subject to customary closing conditions as well as completion of the
     Jupiter Media Metrix transaction.

     The acquisitions are expected to result in substantial pre-tax savings in
     the combined company. VNU will maintain majority ownership of NetRatings,
     retaining up to 57% of all outstanding or diluted shares, after the
     closings of both transactions.

<PAGE>
Press release

Date    October 26, 2001
Page    2 of 3


        VNU is one of the world's leading media and information
        companies. Its core activities are marketing information, media
        measurement & information, business media and directories. VNU is
        active in more than 100 countries, spread across all continents. The
        company employs over 35,000 people and has annual revenues of
        approximately EUR 4 billion.

        Press contacts:
        Maarten Schikker        +31 23 546 36 00

        Investor Relations:
        Rob de Meel             +31 23 546 36 48

        CAUTION REQUIRED BY CERTAIN SEC RULES

        In connection with the NetRatings/Jupiter Media Metrix
        transaction, NetRatings will file with the SEC a registration statement
        on Form S-4 containing a prospectus relating to the shares to be issued
        to Jupiter Media Metrix stockholders and Jupiter Media Metrix will file
        with the SEC a proxy statement relating to the special meeting at which
        its stockholders will vote on that transaction. Investors and security
        holders are urged to read these documents when they become available
        because they will contain important information about the transaction.
        Investors and security holders may obtain copies of these documents,
        when they have been filed with the SEC, as well as other SEC filings of
        NetRatings and Jupiter Media Metrix, free of charge from the SEC's
        website at www.sec.gov as well as from the applicable company by
        directing a request to Jennifer Cohn, Stapleton Communications for
        NetRatings, at 650-470-4203 (U.S.), or jennifer@stapleton.com, and to
        Investor Relations for Jupiter Media Metrix, at 212-780-6060 (U.S.), or
        investor@jmm.com.

        NetRatings and its executive officers and directors
        may be deemed to be participants in the solicitation of proxies from
        the Jupiter Media Metrix stockholders with respect to the
        NetRatings/Jupiter Media Metrix transaction. Information regarding such
        individuals is included in NetRatings's proxy statement dated April 25,
        2001 relating to its 2001 annual meeting of stockholders, available
        free of charge from the SEC and NetRatings as indicated above.

        Jupiter Media Metrix and its executive officers and directors
        may be deemed to be participants in the solicitation of proxies from
        the Jupiter Media Metrix stockholders with respect to the
        NetRatings/Jupiter Media Metrix transaction.  Information regarding
        such individuals is included in Jupiter Media Metrix's proxy statement
        dated April 13, 2001 relating to its 2001 annual meeting of
        stockholders, available free of charge from the SEC and Jupiter Media
        Metrix as indicated above.

        NetRatings and Jupiter Media Metrix will each be filing with
        the SEC, within a few days, Current Reports on Form 8-K containing the
        full text of their merger agreement.  The NetRatings 8-K will also
        contain the full text of the merger agreement relating to the ACNielsen
        eRatings.com transaction.  These filings will be available free of
        charge from the SEC and the applicable company as identified above.

        SAFE HARBOR STATEMENT
        This press release contains statements that may constitute
        forward-looking statements pursuant to the safe harbor provisions of
        the Private Litigation Reform Act of 1995.  These statements are based
        on current expectations and assumptions and involve a number of
        uncertainties and risks that could cause actual results to differ
        materially from those currently expected. The potential risks and
        uncertainties include, among others:

<PAGE>
PRESS RELEASE

Date    October 26, 2001
Page    3 of 3

        * Risks associated with the conditions to the closing of the Jupiter
          Media Metrix and ACNielsen eRatings.com transactions and the
          possibility that these conditions might not be met as to either or
          both of the transactions
        * Risks associated with the successful integration
          of the acquired businesses and the realization of the anticipated
          benefits of the two transactions
        * Risks associated with the rapidly evolving market for the Company's
          products
        * The increasing competitive market for Internet audience measurement
          and analytical services
        * Risks related to the growth of online advertising
        * The combined company's ability to manage international expansion and
          significant growth in the future
        * The combined company's dependence on ACNielsen in connection with
          international operations in the event that the eRatings transaction
          is not completed
        * Uncertainties about future costs of building and maintaining our
          audience measurement panels

        Additional information about potential factors that may affect
        NetRatings' business and financial results is included in its annual
        report on Form 10K for the year ended December 31, 2000 and its
        quarterly report on form 10Q for the 3 month period ended March 31,
        2001 including, without limitation, under the captions "Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations" and "Factors That May Affect Our Performance."  Each of
        these documents is on file with the SEC and is available free of
        charge, in the manner described above.  Additional information will
        also be set forth in NetRatings' quarterly report on Form 10Q for the 3
        month period ending on June 30, 2001, which will be filed with the SEC
        in the near future.  NetRatings does not undertake to update any
        forward-looking statement that may be made from time to time by it or
        on behalf of the Company.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
