WPP Group PLC
10 October 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA
OR JAPAN
WPP GROUP PLC
OFFER FOR TEMPUS GROUP PLC
WPP announces that it is seeking the consent of the Takeover Panel to
invoke the material adverse change condition in relation to its Offer for
Tempus, as set out in paragraph (g)(i) of Appendix 1, Part A of its offer
document dated 10 September 2001 (the 'Offer Document').
The board of WPP remains convinced of the strategic merits of combining
WPP and Tempus. However, it is the unanimous view of the WPP board that
there has been a material adverse change in the prospects of the Tempus
Group following the announcement of WPP's Offer and, in particular,
following the terrorist attacks in the United States on 11 September 2001.
The board of WPP has therefore concluded that it is in WPP shareholders'
best interests to seek to invoke the material adverse change condition.
A formal submission has been made to the Takeover Panel today and a
further announcement will be made in due course.
Enquiries:
WPP Telephone: +44 20 7408 2204
Sir Martin Sorrell, Group Chief Executive
Paul Richardson, Group Finance Director
MERRILL LYNCH Telephone: +44 20 7628 1000
Philip Yates, Managing Director
Richard Taylor, Director
Tim Pratelli, Director
GOLDMAN SACHS Telephone: +44 20 7774 1000
Richard Campbell-Breeden, Managing Director
James Del Favero, Managing Director
BUCHANAN COMMUNICATIONS Telephone: +44 20 7466 5000
Richard Oldworth, Managing Director
Mark Edwards, Director
The definitions set out in the Offer Document have the same meanings in
this announcement unless the context requires otherwise.
The Offer is not being made, directly or indirectly, in or into Australia,
Canada or Japan. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or
from Australia, Canada or Japan.
The Directors of WPP accept responsibility for the information contained
in this announcement and, to the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
Merrill Lynch International and Goldman Sachs International, both of which
are regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting exclusively for WPP in connection with the
Offer and no one else and will not be responsible to anyone other than WPP
for providing the protections afforded to their respective customers or
for providing advice in relation to the Offer or any other matter referred
to herein.
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Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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