6th May 2008 13:57
Taylor Nelson Sofres PLC06 May 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SOWOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION INCLUDINGAUSTRALIA, CANADA, JAPAN AND THE UNITED STATES FOR IMMEDIATE RELEASE 06 May 2008 Taylor Nelson Sofres plc ("TNS") The Board of TNS notes the announcement made this morning by WPP Group PLC ("WPP") in response to TNS's rejection of WPP's unsolicited proposal for TNSmade on 3 May 2008 (the "Proposal"). As announced on 4 May the Board of TNS metto consider the Proposal and unanimously rejected the Proposal on the basis thatit substantially undervalues the company even on a standalone basis. In accordance with Rule 2.10 of the Takeover Code, as at 6 May 2008, TNS had412,408,252 ordinary shares of 5 pence in issue excluding shares held intreasury. The ISIN reference for these securities is GB0001915395. Enquiries: Press enquiries to Brunswick +44 7834 502430David Yelland TNS +44 20 8967 1584Janis Parks, Head of Investor Relations Deutsche Bank (Lead financial advisor to TNS) +44 20 7545 8000Kristian BaggerGavin Deane JPMorgan Cazenove (Financial advisor to TNS) +44 20 7588 2828Hugo Baring Deutsche Bank (Joint corporate broker to TNS) +44 20 7545 8000Charles Wilkinson JPMorgan Cazenove (Joint corporate broker to TNS) +44 20 7588 2828Malcolm Moir Deutsche Bank AG is authorised under German Banking Law (competent authority:BaFin - Federal Financial Supervising Authority) and regulated by the FinancialServices Authority for the conduct of UK business. Deutsche Bank AG is actingas lead financial adviser and also as joint corporate broker to TNS, and no-oneelse in connection with the Proposal and possible merger with GfK AG and willnot be responsible to anyone other than TNS for providing the protectionsafforded to the clients of Deutsche Bank AG nor for providing advice in relationto the Proposal or any matter referred to herein. JPMorgan Cazenove, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as financial adviser and joint corporate broker toTNS no-one else in connection with the Proposal and will not be responsible toanyone other than TNS for providing the protections afforded to customers ofJPMorgan Cazenove or for providing advice in relation to the Proposal or anyother matter referred to herein. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of TNS or WPP, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of TNS or WPP, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of TNS or WPP by TNS or WPP, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanelorg.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any optionin respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
WPP