26th Jun 2007 09:05
WPP Group PLC26 June 2007 FOR IMMEDIATE RELEASE 26 JUNE 2007 WPP GROUP PLC PLANS TO CLOSE $11.75 PER SHARE OFFER TO PURCHASE 24/7 REAL MEDIA SHARES AT MIDNIGHT JUNE 27, 2007 NEW YORK and LONDON, June 26, 2007 - WPP Group plc (NASDAQGS:WPPGY - News; LSE:WPP - News; "WPP") announced today that, having received the necessaryclearances from regulatory authorities in the United States and Germany relatingto the offer, its wholly-owned subsidiary, TS Transaction, Inc., intends toclose and purchase all shares of common stock of 24/7 Real Media, Inc. (NASDAQ:TFSM - News; "24/7 Real Media") validly tendered and not withdrawn at theexpiration of the tender offer which is scheduled to expire at 12 midnight NewYork City time at the end of Wednesday, June 27, 2007. With respect to all shares validly tendered and not withdrawn, WPP intends topay the offer price of $11.75 per share, in cash, as soon as practicable afterthe close of the offer. There is no financing condition to the tender offer,which is subject to receipt of at least a majority of 24/7 Real Media'soutstanding shares of common stock (calculated on a fully diluted basis inaccordance with the terms of the merger agreement). The tender offer follows a definitive merger agreement signed on May 17, 2007among WPP Group, TS Transaction and 24/7 Real Media. The Board of Directors of 24/7 Real Media has unanimously determined that themerger agreement and its related transactions, including the tender offer andthe merger, are fair to and in the best interests of 24/7 Real Media and itsstockholders, and has recommended that stockholders tender their shares in thetender offer. About WPP WPP is one of the world's leading communications services groups. Through itsoperating companies it provides a comprehensive range of communicationsservices. These services include: advertising; media investment management;information, insight and consultancy; public relations and public affairs;branding and identity, healthcare and specialist communications. The Companyemploys approximately 100,000 people (including associates) in 2,000 offices in106 countries, providing communications services to more than 300 of thecompanies that comprise the Fortune 500, over one half of the companies thatcomprise the NASDAQ 100 and more than 30 of the companies that comprise theFortune e-50. Important Information This press release is for informational purposes only and is not an offer to buyor 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 ScheduleTO (including the Offer to Purchase, the related Letter of Transmittal and othertender offer materials) filed by WPP and TS Transaction with the SEC on May 31, 2007, asamended. These documents contain important information about the tender offerand stockholders of 24/7 Real Media are urged to read them carefully beforemaking any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other offerdocuments as well as the Solicitation/Recommendation Statement, are availablefree 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 identifiedby 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 factsand include statements regarding WPP's intentions, beliefs or currentexpectations concerning, among other things, WPP's results of operations,financial condition, liquidity, prospects, growth, strategies, the outlook forrelevant markets and the proposed acquisition of 24/7 Real Media. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements. Forward-looking statements may andoften do differ materially from actual results. Any forward-looking statementsin this release reflect WPP's view with respect to future events as of the dateof this release and are subject to risks relating to future events and otherrisks, uncertainties and assumptions relating to WPP's operations, results ofoperations, growth strategy and liquidity. Save as required by relevant law or regulation, WPP undertakes no obligationpublicly to release the results of any revisions to any forward-lookingstatements in this release that may occur due to any change in its expectationsor to reflect events or circumstances after the date of this release.Information in this release should not be relied upon as a guide to futureperformance. Contact: Feona McEwan, WPP T +44 (0)20 7408 2204Fran Butera, WPP www.wpp.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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