Successful Tender Offer
WPP Group PLC
28 June 2007
FOR IMMEDIATE RELEASE 28 June 2007
WPP Group Completes Successful Tender Offer for 24/7 Real Media, Inc.
92.6% of Outstanding Shares Tendered for Purchase
Subsequent Offer Period for Remaining Shares to Expire on July 6, 2007
_______________________________________
New York, NY, and London, England, June 28, 2007-WPP Group plc (NASDAQGS:WPPGY)
(LSE:WPP.L) ("WPP") announced today the successful completion of its tender
offer for all of the outstanding shares of common stock of 24/7 Real Media, Inc.
(NASDAQ:TFSM) ("24/7 Real Media") at a price of $11.75 per share in cash. The
offer expired at midnight, New York City time, at the end of Wednesday, June 27,
2007, at which time a total of 47,687,050 shares of 24/7 Real Media, including
4,050,879 shares tendered under guaranteed delivery procedures, had been
tendered and not withdrawn, representing approximately 92.6% (including
approximately 7.9% tendered under guaranteed delivery procedures) of the
outstanding 24/7 Real Media common stock. All shares that were validly tendered
and not withdrawn have been accepted for payment in accordance with the terms of
the tender offer.
As of 9:00 a.m., New York City time, on June 28, 2007, TS Transaction Inc. will
commence a subsequent offering period for all remaining shares of 24/7 Real
Media common stock that have not yet been tendered. This subsequent offering
period will expire at 5:00 p.m., New York City time, on Friday, July 6, 2007,
unless extended. During this subsequent offering period, 24/7 Real Media
stockholders who did not previously tender their shares into the offer may do so
and will promptly receive the same $11.75 per share cash consideration paid
during the initial offering period. The procedures for tendering shares during
the subsequent offering period are the same as during the initial offering
period, except that (i) the guaranteed delivery procedures may not be used
during the subsequent offering period and (ii) shares tendered during the
subsequent offering period may not be withdrawn.
After expiration of the subsequent offering period, as the same may be extended,
WPP, through its indirect wholly owned subsidiary, TS Transaction, Inc., intends
to acquire all of the remaining outstanding shares of 24/7 Real Media common
stock by means of a merger under Delaware law. The merger will take place as
soon as practicable following the receipt of approval of the merger from the
Korea Fair Trade Commission. That approval is currently expected to be received
on or about July 13, 2007. WPP urges the stockholders of 24/7 Real Media to
tender their shares into the subsequent offering period so that they may receive
payment of the $11.75 per share cash offer price on an expedited basis rather
than waiting for the merger to close. In the merger, each outstanding share of
24/7 Real Media common stock (other than restricted shares and shares as to
which the holder has properly exercised appraisal rights) will be converted into
the right to receive $11.75 per share in cash, without interest. Shares of 24/7
Real Media that are restricted shares will be converted into an appropriately
adjusted number of restricted ordinary shares or restricted American depositary
shares of WPP, which will be subject to the same contractual restrictions as the
restricted shares from which they were converted. Following the merger, 24/7
Real Media common stock will no longer be traded on the Nasdaq.
About 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.
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 24/7 Real Media's common shares.
This tender offer is being made pursuant to a Tender Offer Statement on Schedule
TO (including the Offer to Purchase, the related Letter of Transmittal and other
tender offer materials) filed by WPP and TS Transaction with the SEC on May 31,
2007, as amended.
These documents contain important information about the tender offer and
stockholders of 24/7 Real Media are urged to read them carefully before making
any decision regarding tendering their shares.
The Offer to Purchase, the related Letter of Transmittal and certain other offer
documents as well as the Solicitation/Recommendation Statement, are available
free of charge on the SEC's website (www.sec.gov) or from D.F. King & Co., Inc.,
the information agent for the tender offer at (888) 605-1958 (toll free).
Citibank N.A. is acting as depositary for the tender offer.
Forward-looking Statement
This release 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 24/7 Real Media. 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 reflect WPP's view with respect to future events as of the date
of this release 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 that may occur due
to any change in its expectations or to reflect events or circumstances after
the date of this release. Information in this release should not be relied upon
as a guide to future performance.
Contact:
Feona McEwan, WPP T +44 (0)20 7408 2204
Fran Butera, WPP T +1 212 632 2200
www.wpp.com
This information is provided by RNS
The company news service from the London Stock Exchange
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