VNU and IMS Health Agree to Terminate Planned Merger

-- Companies take action in recognition of shareholder opposition

-- VNU to return cash to shareholders and take further steps to enhance value of existing portfolio

-- Orderly transition to new CEO planned

VNU NV (ASE: VNU), a leading global information and media company,today announced it has agreed with IMS Health, Inc. (NYSE: RX) toterminate the planned merger of the two companies.

VNU said the two companies decided to call off their merger aftershareholders claiming to represent nearly 50% of VNU's outstandingshares said they would not support the transaction under anycircumstances. The merger, announced July 11, 2005, would haverequired approval from a majority of shareholders to be completed.

Under the terms of the termination agreement, VNU has agreed toreimburse IMS USD 15 million for its actual out-of-pocket costs, andpay an additional USD 45 million to IMS should VNU be acquiredpursuant to any agreement entered into within the next 12 months. Forits part, IMS has agreed to pay VNU USD 15 million should IMS beacquired pursuant to any agreement entered into within the next 12months.

Going forward as a stand-alone company, VNU said it will maintainits focus on accelerating the profitable growth of its existingbusinesses. The company said it also would explore additional steps tomaximize shareholder value. These include:

-- Initiating, in the near future, a program to return approximately EUR 1 billion to shareholders, on top of the regular dividend now in place;

-- Expanding current cost-management initiatives to all areas of the company worldwide, possibly including some restructuring;

-- Optimizing VNU's portfolio by continuing to evaluate targeted changes that will enhance existing lines of business; and,

-- Pursuing a listing on the New York Stock Exchange, to raise the company's public profile and expand its shareholder base.

"We believe there was a compelling business rationale forcombining VNU and IMS that would have resulted in a stronger companyand increased shareholder value over the longer term," said Rob vanden Bergh, chairman and CEO of VNU. "However, having heard the viewsof our shareholders, it became clear that it would not be possible forus to proceed with the proposed merger. Nonetheless, Dave Carlucci andI are committed to having our two companies work togethercooperatively to develop the many joint revenue initiatives that cameout of our integration planning process."

Van den Bergh continued, "VNU is a strong company, with growingbusinesses, leading market positions, prominent brands and peoplededicated to delivering innovative business solutions to our clients.With these strengths, the company is well-positioned to compete in themarketplace and grow.

"I have decided, in consultation with our Supervisory Board, tostep down as chief executive officer. I have worked at this companywith great pleasure and satisfaction for more than 25 years, and thatis why this decision is very difficult for me. But it is theappropriate decision. I am especially proud of the transformation ofthis company over the past decade from an advertising-drivenpublishing house to a global information and media company. Althoughthere are challenges ahead, I believe the future is very bright forVNU, as demand for its specialized information and insights continuesto grow."

To ensure a smooth transition, the company said Van den Bergh hasagreed to stay until the Supervisory Board has completed its searchfor a successor. The Supervisory Board will initiate the search for anew CEO shortly.

VNU also said that, at the next Annual General Meeting ofShareholders in April 2006, it will make a proposal as to the futurecomposition of the Supervisory Board, while maintaining itscontinuity.

Rob Ruijter, VNU's chief financial officer, said the company iscommitted to enhancing value by returning cash to shareholders andaccelerating and expanding efforts to reduce costs and improveproductivity. "We believe there are more opportunities for us to drivegreater efficiency and productivity across the entire company bybuilding on the current initiatives at VNU, particularly in the ITspace," Ruijter said. "These streamlining initiatives will enhance theefficiency of our core data production, while providing additionalresources to reinvest in improved coverage and product and serviceinnovation."

Ruijter said VNU would provide more details about cost-savingtargets and the timing of such initiatives no later than March 8,2006, when the company plans to announce its full-year 2005 financialresults. He said VNU is committed to being within the BBB+ (S&P) andBaa1 (Moody's) ratings framework.

About VNU

VNU is a global information and media company with leading marketpositions and recognized brands in marketing information (ACNielsen),media measurement and information (Nielsen Media Research) andbusiness information (Billboard, The Hollywood Reporter, Computing,Intermediair).

VNU is active in more than 100 countries, with headquarters inHaarlem, the Netherlands and New York, USA. The company employs 38,000people. Total revenues under IFRS amounted to EUR 3.3 billion in 2004.VNU is listed on the Euronext Amsterdam (ASE: VNU) stock exchange.

For more information, please visit the VNU website at www.vnu.com.

Investor Conference Call

VNU will host a conference call for the investment communitytoday, November 17, at 3:00 p.m. (Amsterdam), 2:00 p.m. (London), 9:00a.m. (New York) to discuss today's announcement. The call will beconducted in English and will be audio-webcast live at www.vnu.com. Anarchived audio-webcast of the call will be available on VNU's web siteafter the event. For more information, contact Mark Walter at +44 (0)207 614 2900 or Tame Sauitufuga at +1 212 889 4350, both of TaylorRafferty Associates.