9th Jul 2008 12:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION, INCLUDING AUSTRALIA, CANADA, JAPAN AND THE UNITED STATES
FOR IMMEDIATE RELEASE
9 July 2008
Taylor Nelson Sofres plc ('TNS') REJECTION OF UNSOLICITED OFFER RELEASE OF GFK TO PURSUE ALTERNATIVE PROPOSAL
The Board of TNS has noted the announcement of the unsolicited offer to be made by WPP Group plc ('WPP') for TNS (the 'Offer'). The Offer would be satisfied through 173 pence in cash and 0.1889 WPP shares for each TNS share. Based on the closing price of WPP on 8 July 2008 of 464 pence per WPP share the Offer values each TNS share at 260.6 pence.
On 3 July 2008 the Board of TNS, which is being advised by Deutsche Bank and JPMorgan Cazenove, unanimously rejected an unsolicited possible pre-conditional offer (the 'Earlier Proposal') valuing each TNS share at 260 pence a share. The Board of TNS has unanimously rejected the Offer, which values each TNS share at substantially the same price as the Earlier Proposal, since the Offer substantially undervalues TNS even on a standalone basis.
Shareholders are advised to take no action in response to WPP's latest unsolicited act and, in particular, not to complete any form of acceptance they receive with the WPP Offer document.
Following the publication of the WPP Offer document the Board of TNS will be writing to TNS shareholders to set out in detail the Board's reasons for rejecting the Offer. In the light of this rejection, TNS has agreed with GfK to terminate the proposed merger and has permitted GfK to advance its discussions with an identified potential source of equity and equity related financing in connection with an alternative possible offer for TNS as an Alternative Proposal. Furthermore, the Board of TNS notes the announcement made today by GfK AG ('GfK'). Accordingly, TNS intends to adjourn indefinitely its General Meeting convened for 18 July 2008. In addition, TNS and GfK have agreed that no break fee (being either a TNS Fee or a GfK Fee) shall become payable under the Merger Agreement, except in circumstances where either a Competing TNS Transaction (other than an Alternative Proposal) or a Competing GfK Transaction is announced and subsequently becomes unconditional as to acceptances (in the case of a Competing TNS Transaction) or unconditional in all respects (in the case of a Competing GfK Transaction) or (in either case) is otherwise completed. TNS also announces that early indications of trading for June show a continuation of the Group's strong performance with the order-book for the full year significantly ahead of 2007.
As required by the Takeover Code, TNS confirms that this announcement is not being made with the agreement or approval of WPP.
Donald Brydon, Chairman of TNS said: "The Board has unanimously rejected the offer which substantially undervalues TNS. Shareholders should take no action and should not complete any form of acceptance in connection with WPP's offer." Terms defined in the merger agreement dated 3 June 2008 between TNS and GfK (the "Merger Agreement") have the same meanings in this announcement. Enquiries: Press enquiries to Brunswick +44 20 7404 5959 David Yelland, Jonathan Glass Christine Graeff +49 69 2400 5510 TNS +44 20 8967 1584 Janis Parks, Head of Investor Relations Deutsche Bank +44 20 7545 8000 (Lead Financial Adviser and Joint Broker) Kristian Bagger, Gavin Deane, Manny Chohhan Charles Wilkinson, Martin Pengelley (Corporate Broking) JPMorgan Cazenove +44 20 7588 2828 (Financial adviser and Joint Broker) Malcolm Moir, Andrew Hodgkin, Hugo Baring
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting as lead financial adviser and also as joint corporate broker to TNS, and no-one else in connection with the Offer and the alternative possible offer and will not be responsible to anyone other than TNS for providing the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the Offer and the alternative possible offer or any matter referred to herein. JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and joint corporate broker to TNS and no-one else in connection with the Offer and the alternative possible offer and will not be responsible to anyone other than TNS for providing the protections afforded to customers of JPMorgan Cazenove or for providing advice in relation to the Offer and the alternative possible offer or any other matter referred to herein. This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. Securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. The shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state of the United States. This announcement should not be sent, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of TNS or WPP, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to 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 a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' 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 the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Related Shares:
WPP