Offer Update
WPP Group PLC
23 October 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA
OR JAPAN
WPP GROUP PLC
OFFER FOR TEMPUS GROUP PLC
On 16 October 2001, WPP announced that its Offer for Tempus, which had
become unconditional as to acceptances on 1 October 2001, had been
extended to 3.00 p.m. on 22 October 2001.
WPP has now received clearance under the EC Merger Regulation from the
European Commission as required by the condition set out in paragraph (b)
(i) of Appendix 1, Part A of the offer document dated 10 September 2001
(the 'Offer Document').
As announced on 10 October 2001, WPP 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 the Offer Document. WPP is continuing to hold discussions with
the Takeover Panel regarding its submission made on 10 October 2001.
In addition, WPP has now received information which it believes to be
relevant to the condition set out in paragraph (h)(iii) of Appendix 1,
Part A of the Offer Document, which is closely related to condition (g)
(i).
With the consent of the Takeover Panel, the Offer will remain subject to
conditions (g)(i) and (h)(iii) until midnight on 29 October 2001 (or until
such later date as WPP may, with the consent of the Panel, decide), but
otherwise is now unconditional.
Accordingly, the Offer is extended to midnight on 29 October 2001.
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 for 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.