11th Mar 2005 13:14
WPP Group PLC11 March 2005 For immediate release 11 March 2005 WPP Group plc ("WPP") WPP has been informed by American Stock Transfer and Trust Company, the ExchangeAgent for its acquisition of Grey Global Group Inc. ("Grey"), that, at theeffective time of the transaction on 7 March 2005, there were 1,432,580 sharesof Grey stock outstanding, and the Grey stockholder elections as to the form ofthe merger consideration were as follows: Cash Electing Shares: holders of 34,137 shares of Grey stock elected toreceive cash; Stock Electing Shares: holders of 1,370,983 shares of Grey stock elected toreceive WPP shares of which holders of 757,509 Grey shares elected to receiveWPP ordinary shares, and holders of 613,474 Grey shares elected to receive WPPAmerican Depositary Shares (WPP ADSs); Non-Electing Shares: holders of 27,460 shares of Grey stock made noelection. Accordingly, as a result of the elections and pursuant to the prorationmechanics set forth in the Agreement and Plan of Merger dated September 11,2004, as amended (the "Merger Agreement"), the merger consideration will be paidto Grey stockholders as follows: Cash Electing Shares: $1,005 in cash for each share of each cash electing share; Stock Electing Shares: 21.746 WPP ADSs (each representing five WPP ordinaryshares) or 108.73 WPP ordinary shares for 716,289, or approximately52.2464538%, of the stock electing shares, and $1,005 in cash for 716,290, orapproximately 47.7535462%, of the stock electing shares; Non-Electing Shares: $1,005 in cash for each non-electing share. Pursuant to the Merger Agreement, fractional shares totaling approximately 27.67WPP ordinary shares will be paid in cash based on the £6.255 closing price forthe ordinary shares on 8 March 2005 as reported on the Daily Official List ofthe London Stock Exchange; and fractional WPP ADSs totaling approximately 142.76WPP ADSs will be paid in cash based on a $60.34 price per WPP ADS (determinedby multiplying the result of five times the 8 March 2005 £6.255 ordinary shareclosing price by a $/£ exchange rate of 1.9292). In total,6,969,850 WPP ADSs (representing an aggregate of 34,849,250 WPPordinary shares), an additional 42,332,690 WPP ordinary shares and approximately$719.87 million in cash will be paid to Grey stockholders. WPP anticipates that American Stock Transfer and Trust Company will bedistributing the appropriate merger consideration on or about March 11, 2005 tothose Grey stockholders who have properly submitted election forms. Greystockholders who have not submitted election forms will be sent a letter oftransmittal indicating the procedure for such stockholders to submit their Greystock certificates and to receive the merger consideration payable to them. Each $1,000 of principal amount of Grey's 5% Contingent Convertible SubordinatedDebentures due 2033 (in the aggregate principal amount of $150,000,000) isinitially convertible into 11.820362 WPP ADSs and $499.31 in cash. For purposesof Section 11A.01 of the indenture relating to the Debentures as supplemented,the Proration Percentage is 52.246438%, the Stock Conversion Amount is $522.46and the Cash Conversion Amount is $499.31. For further information, please contact: Feona McEwan, WPP London 44-20 7408 2204www.wpp.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
WPP