WPP Group PLC
23 February 2005
For Immediate Release 23 February 2005
WPP Group plc ("WPP")
AGREEMENT REACHED WITH GREY DEBENTURE HOLDERS
Further to the announcement dated 27 January 2005, WPP has now reached agreement
with holders of US$120.8 million (80.5%) of Grey's US$150 million 5% contingent
convertible subordinated debentures due 2033 (the "Debentures"), with respect to
the terms that will apply upon completion of WPP's acquisition of Grey. Under
the agreement, Grey will solicit consents from the holders of the Debentures to
the adoption of a supplemental indenture. A copy of the agreement, including
the supplemental indenture, will be filed with the SEC by WPP on a Form 6-K.
A consent solicitation statement describing the proposed terms and consent fee
will be sent to Debenture holders shortly. Debenture holders may also obtain
copies of the consent solicitation statement by contacting Innisfree M&A
Incorporated, the Information Agent for the consent solicitation, at
212-750-5833 (Banks and Brokers) or 888-750-5834 (Debenture holders). A copy of
the consent solicitation statement will also be available on Grey's website at
www.grey.com.
INFORMATION
In connection with the proposed merger, WPP has filed with the US Securities and
Exchange Commission (SEC) on January 31, 2005, Amendment No. 3 to Registration
Statement on Form F-4 (SEC File No 333-119949), containing a definitive proxy
statement/prospectus relating to the proposed merger for the stockholders of
Grey, and each of WPP and Grey has and will be filing other documents regarding
the proposed merger with the SEC.
GREY STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
RELATING TO THE PROPOSED MERGER, WHICH IS AVAILABLE NOW, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION.
Grey stockholders may obtain the documents free of charge at the SEC's website
(www.sec.gov). In addition, documents filed with the SEC by WPP may be obtained
free of charge by contacting WPP at 125 Park Avenue, New York, NY 10017, 212 632
2200. Documents filed with the SEC by Grey are available free of charge by
contacting Grey at 777 Third Avenue, New York, NY 10017, 212 546 2000.
For further information:
Feona McEwan +44 20 7408 2204
Paul Richardson +44 20 7408 2204
Fran Butera +1 212 632-2235
This information is provided by RNS
The company news service from the London Stock Exchange
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