6th May 2008 07:03
WPP Group PLC06 May 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROMANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANTLAWS OF SUCH JURISDICTION 6 May 2008 WPP GROUP PLC ("WPP") POSSIBLE OFFER FOR TAYLOR NELSON SOFRES PLC ("TNS") WPP notes the announcement by TNS made on 4 May 2008 rejecting WPP's proposal tooffer to acquire the entire issued share capital of TNS. Sir Martin Sorrell, Chief Executive of WPP, said: "We are surprised and disappointed that the Board of TNS has rejected our offerproposal within 24 hours of receipt. We are puzzled that our attempts to engage with TNS management on a friendlybasis have been hindered and resisted. We are also disappointed that TNS has notindicated that it would be willing to provide us with the same information whichit has given to GfK as part of their 'nil premium merger' discussions, despitethe fact that we would be entitled to such information were the UK Takeover Codeto apply. While we continue to review our position, we encourage TNS shareholders to urgetheir Board to engage with us rather than simply persisting on an exclusivebasis with a 'nil premium merger' arrangement with GfK." This announcement does not constitute an announcement of a firm intention tomake an offer under Rule 2.5 of the Takeover Code and there can be no certaintythat any offer will ultimately be made for TNS or as to the terms of any suchoffer. In accordance with Rule 2.10 of the Takeover Code, as at 2 May 2008, WPP had1,173,522,306 ordinary shares of 10 pence in issue excluding shares held intreasury. The ISIN reference for these securities is GB00B0J6N107. In addition,Grey Global Group, an indirect wholly owned subsidiary of WPP, had $150 millionof bonds in issue which are convertible into WPP ordinary shares. The ISINreference for these securities is US39787MAB46. A further announcement will be made, if and when appropriate. Enquiries: BUCHANAN COMMUNICATIONS +44 20 7466 5000Richard Oldworth MERRILL LYNCH INTERNATIONAL +44 20 7628 1000Richard TaylorMark Astaire (Corporate Broking) PERELLA WEINBERG +44 20 7268 2800Philip YatesGraham Davidson GOLDMAN SACHSJames Del Favero +1 212 902 1000Chris Bischoff +44 20 7774 1000 Merrill Lynch International, Perella Weinberg and Goldman Sachs are actingexclusively for WPP in connection with the proposal and no one else and will notbe responsible to anyone other than WPP for providing the protections affordedto clients of Merrill Lynch International, Perella Weinberg or Goldman Sachs orfor 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 anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of WPP or TNS, all "dealings" in any "relevant securities" of that company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 pm (London time) on the London businessday following the date of the relevant transaction. This requirement willcontinue 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 WPP or TNS, 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 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 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.thetakeoverpanel.org.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 option inrespect 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