Acquisition
WPP Group PLC
17 May 2007
FOR IMMEDIATE RELEASE 17 May 2007
WPP HAS AGREED TO ACQUIRE 24/7 REAL MEDIA
FOR $11.75 PER SHARE
•WPP has agreed to acquire 24/7 Real Media, a leading global digital
marketing company quoted on NASDAQ, for $11.75 per share valuing 24/7 Real
Media at $649 million
•Reported revenues for 24/7 Real Media for the 12 months ended 31 December
2006 were $200 million, up 43% on prior year
•The management team of 24/7 Real Media will develop the business within
WPP and rollover unvested equity interests
•Acquisition will strengthen WPP's position in the rapidly-growing digital
marketing industry enhancing the Group's position in search marketing,
digital media and adding strong technology skills
•24/7 Real Media is headquartered in New York and operates in 12 countries
throughout North America, Europe and Asia-Pacific
WPP Group plc ("WPP" or the "Group") has entered into a definitive agreement to
acquire the entire share capital of 24/7 Real Media Inc. ("TFSM") for $11.75 per
share by way of an all cash tender offer.
The acquisition values 24/7 Real Media at approximately US$649 million,
equivalent to approximately 3% of WPP's market capitalisation on 16 May 2007.
The cash consideration payable to TFSM share owners will be US$637 million and
will be financed in cash from existing resources and debt facilities. Unvested
stock and options are valued at US$49 million and net cash is expected to be
approximately US$37 million at closing, to value TFSM at US$649 million.
Rationale for the Offer
WPP is committed to delivering added value to its clients, its share owners and
its people, by continuing to be a significant force in the global advertising
and marketing services industry. This will be achieved by providing local,
regional and multinational clients with comprehensive solutions to reach their
customers, build their brands and enhance their market positions and by
developing superior service capabilities in a cost effective manner. WPP
continues to believe that access to strategic advice, creativity, high quality
information and specialist communication skills is critical to providing clients
with comprehensive advertising, media investment management and marketing
services solutions.
Online advertising will exceed $33 billion in 2007 or more than 8% of global
advertising spend, based on GroupM estimates. This is expected to continue to
grow strongly in the future, particularly as traditional media increasingly
embraces and develops digital channels. The Board of WPP believes that
technological capabilities and skills, combined with the Group's understanding
of client demands and media, will play an increasingly important role in
providing the best solutions for our clients.
TFSM is a leading company in the global digital marketing industry. Its business
spans three key sectors in the rapidly-changing digital media industry - media,
search and technology:
• its media business is one of the largest CPM-based media networks with
more than 950 participating sites and 115 million monthly unique users
worldwide.
• its search business provides clients with strategic advice and
consulting on search engine optimisation (SEO) and search engine management
(SEM) for Google, Yahoo! and MSN as well as other search engines and
shopping comparison services.
• its technology business offers the number 2 publisher-side advertising
management platform to more than 400 clients.
TFSM has shown strong organic growth, up 43% in 2006. The company has over 400
people in 20 offices in 12 countries and a strong presence outside the United
States, including Asia. The TFSM team has long experience in the industry and
has developed one of the most sophisticated and robust internet technology
platforms, that has enabled the business to deliver strong revenue growth,
particularly in 2005 and 2006.
The combination of TFSM and WPP will enhance the enlarged Group's assets and
capabilities in digital marketing, delivering benefits to clients from the
Group's enhanced technologies. Specifically it will:
• bring critical technology assets, people and skills to the enlarged
Group, which are increasingly important as digital media develops
• open up opportunities for the Group to enter new businesses by adding
new capabilities in online media
• strengthen WPP's position in the SEM area, increasing search spend under
management by $200 million, taking search volumes to more than $450 million
and adding a robust technology platform for managing search
• add digital revenue in Asia through its presence in Korea, Australia and
Japan.
The Board of WPP believes there are significant opportunities for further
developing the Group's skills in our digital and direct marketing networks, our
media investment management businesses and our information, insight and
consulting companies.
Overall, the acquisition will contribute to all of WPP's three strategic goals;
adding to our revenues in Asia, increasing the contribution from marketing
services and the share of revenue from quantifiable marketing services.
Commenting on the announcement, Sir Martin Sorrell, CEO, WPP, said: "Our clients
and therefore our industry are becoming more media and technology driven. 24/7
Real Media significantly enhances our capabilities, technological resources and
talent, as well as adding to our geographic coverage and our measurable skills."
David J. Moore, Chairman and CEO of 24/7 Real Media, said, "This transaction
will greatly strengthen our product offerings and will be highly beneficial to
clients of both companies. 24/7 Real Media will remain the largest,
publisher-focused technology company in the sector, with the second largest
installed base of ad serving technology clients globally, and working as part of
WPP will be a tremendous benefit to our ad serving and Global Web Alliance
clients. We look forward to working with WPP to leverage our award-winning
Decide DNA(R) search engine marketing platform and our other technologies to
create the leading advertiser technology offering in the marketplace."
Financial Impact
In the short term, the Board of WPP expects the transaction to be marginally
dilutive to earnings (circa 1%) in 2007 and 2008. Cost savings of £2.5million
($5million) have been identified from public company and worldwide and regional
infrastructure.
In the longer term, the Board expects that greater exposure to faster growing
digital markets and revenue synergies from the combination of the capabilities
of 24/7 Real Media and WPP, will increase the Group's longer term organic growth
rate in terms of both revenues and earnings.(*)
WPP's 2007 operating profit margin target will remain at 15%, including this
acquisition. The enlarged Group's longer term margin goals remain unchanged at
15.5% for 2008 and 16% for 2009.
(*) The statements in this paragraph should not be interpreted to mean that the
earnings per share will necessarily be greater than those for the relevant
preceding financial period.
Management and People
The TFSM businesses will continue to be run by its existing management within
WPP, as part of WPP Digital, WPP's separate vertical which invests in digital
marketing and media. It is anticipated that strong operational links will be
established with GroupM, WPP's media investment management parent company and
with Kantar, WPP's information, insight and consultancy parent company.
WPP believes that both TFSM and WPP's people will benefit from the enhanced
career opportunities available within the enlarged WPP.
David J. Moore, Chairman/CEO, Jonathan Hsu, COO/CFO and Oleg Vishnepolsky, CTO
will continue in their current roles, working to develop 24/7 Real Media and the
Group's digital business. All unvested options and restricted stock of the
senior management team will roll over into WPP stock on similar terms, upon
completion of the transaction.
Information on TFSM
TFSM is a leading global digital marketing company, founded in 1995. As of 31
March 2007, TFSM employed over 400 people worldwide and operated in three
segments. Media Solutions includes a large CPM-based media network, with over
950 sites and more than 115 million monthly unique users worldwide. Search
Solutions includes a leading Search Engine Marketing (SEM) business, with over
$200 million search billings under management. Technology Solutions is the
second leading publisher-side advertising management platform with over 400
clients across the world. The company also has a comprehensive SEM partnership
with Dentsu in key fast-growing Asian markets. In April 2007, Advertising Age
ranked TFSM in the top 10 Ad Networks on the Internet. The company is
headquartered in New York, with 20 offices in 12 countries throughout North
America, Europe and the Asia Pacific region.
Other information
Within 10 business days of the date hereof, WPP intends to commence a tender
offer for all of TFSM's outstanding common stock. The offer is conditioned upon
at least a majority of the outstanding TFSM shares, determined on a fully
diluted basis (computed in accordance with the merger agreement), being
tendered, as well as the satisfaction of regulatory and other customary
conditions. Approval of the transaction by WPP shareholders is not required. It
is currently expected that the transaction will be completed around July month
end.
Information on WPP
WPP is one of the world's leading communications services groups. Through its
operating companies it provides a comprehensive range of communications
services. These services include: advertising; media investment management;
information, insight and consultancy; public relations and public affairs;
branding and identity, healthcare and specialist communications. The Company
employs approximately 100,000 people (including associates) in 2,000 offices in
106 countries, providing communications services to more than 300 of the
companies that comprise the Fortune 500, over one half of the companies that
comprise the NASDAQ 100 and more than 30 of the companies that comprise the
Fortune e-50. As of 16 May 2007, WPP had a market capitalisation of
approximately £9.3 billion (US$ 18 billion).
Important Information
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any of the TSFM's common shares. The
tender offer described herein has not yet been commenced. On the commencement
date of the tender offer, an offer to purchase, a letter of transmittal and
related documents will be filed with the Securities and Exchange Commission,
will be mailed to shareholders of record and will also be made available for
distribution to beneficial owners of common shares. The solicitation of offers
to buy the TSFM's common shares will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents. When they are
available, shareholders should read those materials carefully because they will
contain important information, including the various terms of, and conditions
to, the tender offer. When they are available, shareholders will be able to
obtain the offer to purchase, the letter of transmittal and related documents
without charge from the Securities and Exchange Commission's Website at
www.sec.gov or from the information agent that WPP selects. Shareholders are
urged to read carefully those materials when they become available prior to
making any decisions with respect to the tender offer.
Forward-looking Statement
This release and the conference call announced in it includes statements that
are, or may be deemed to be, "forward-looking" statements. These forward-looking
statements can be identified by the use of forward-looking terminology,
including inter alia the terms "believes", "plans", "expects", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology.
These forward-looking statements include matters that are not historical facts
and include statements regarding WPP's intentions, beliefs or current
expectations concerning, among other things, WPP's results of operations,
financial condition, liquidity, prospects, growth, strategies, the outlook for
relevant markets and the proposed acquisition of TFSM. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward-looking statements. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements in this release
and the conference call announced in it reflect WPP's view with respect to
future events as at the date of this release and the conference call announced
in it and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to WPP's operations, results of
operations, growth strategy and liquidity.
Save as required by relevant law or regulation, WPP undertakes no obligation
publicly to release the results of any revisions to any forward-looking
statements in this release or the conference call announced in it that may occur
due to any change in its expectations or to reflect events or circumstances
after the date of this release or the conference call announced in it.
Information in this release and the conference call announced in it should not
be relied upon as a guide to future performance.
Conference Call
A conference call will take place at 9.30 AM (US) and 2.30 PM (UK)
Dial in details are:
US Dial-in No +1 210 795 0472
US Dial-in Toll Free +1 877 818 6787
UK Dial-in No. +44 (0)20 7019 0812
UK Dial-in Toll Free 0800 018 0795
A copy of the presentation will be available at www.wpp.com
Further information:
Sir Martin Sorrell, WPP )
Paul Richardson, WPP ) +44 (0)20 7408 2204
Feona McEwan, WPP )
Richard Oldworth, Buchanan +44 (0)20 7466 5000
www.wpp.com
Goldman Sachs , which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting as financial advisor and has provided
financial advice in relation to the acquisition to WPP Group plc and no one else
in connection with the acquisition and will not be responsible to anyone other
than WPP Group plc for providing the protections afforded to clients of Goldman
Sachs or for providing advice in relation to the acquisition.
Fried, Frank, Harris, Shriver & Jacobson LLP, Davis & Gilbert LLP and Allen &
Overy LLP are acting as legal counsel to WPP Group plc in connection with the
transaction..
Merrill Lynch is acting as broker to WPP Group plc.
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The company news service from the London Stock Exchange