Possible Offer for TNS

RNS Number : 3743U

WPP Group PLC

14 May 2008

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

13 May 2008

WPP GROUP PLC ("WPP")

POSSIBLE OFFER FOR TAYLOR NELSON SOFRES PLC ("TNS")

WPP notes the announcement by TNS made on 13 May 2008 rejecting WPP's revised proposal to offer to acquire the entire issued share capital of TNS.

Sir Martin Sorrell, Chief Executive of WPP, said:

"We are again disappointed that our latest attempt to engage with TNS management on a friendly basis in order to deliver an attractive proposal for TNS shareholders has met with continued resistance. 

We continue to believe in the powerful strategic logic that underlies a combination of TNS and Kantar, resulting in significantly superior opportunities for clients and the people of both organisations.

However, TNS's continuing refusal to share the same information which it has given to GfK (which is also a competitor) as part of their 'nil premium merger' discussions prevents us from operating on a level playing field.

The benefits of the 'nil premium merger' with GfK, and how they would be realised, have yet to be made clear to TNS shareholders. 

We also believe that the proposed structure of the 'nil premium merger' with GfK is not conducive to maximising synergies." 

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Code and there can be no certainty that any offer will ultimately be made for TNS or as to the terms of any such offer. 

A further announcement will be made, if and when appropriate.

Enquiries:

BUCHANAN COMMUNICATIONS	[phone]
Richard Oldworth
MERRILL LYNCH INTERNATIONAL	[phone]
Richard Taylor
Mark Astaire (Corporate Broking)
PERELLA WEINBERG	[phone]
Philip Yates
Graham Davidson
GOLDMAN SACHS
James Del Favero	[phone]
Chris Bischoff	[phone]

Merrill Lynch International, Perella Weinberg and Goldman Sachs are acting exclusively for WPP in connection with the proposal and no one else and will not be responsible to anyone other than WPP for providing the protections afforded to clients of Merrill Lynch International, Perella Weinberg or Goldman Sachs or for providing advice in relation to the proposal or any other transaction, arrangement or matter referred to in this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of WPP or TNS, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of WPP or TNS, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of WPP or TNS by WPP or TNS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

 

END

 

 

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