9th Jul 2008 12:03
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
GfK Aktiengesellschaft ("GfK")
Response to announcement by WPP Group plc ("WPP")
The Management Board of GfK notes the announcement released by WPP earlier this morning and confirms that it has consequently agreed to terminate the proposed merger with Taylor Nelson Sofres plc ("TNS").
GfK is actively pursuing a proposal which would involve an alternative all-cash offer being made for TNS with the involvement of an identified potential source of equity and equity related financing. While negotiations are at an early stage, GfK has received a strong indication of interest in this transaction. The form of consideration being considered is all cash, although the formal right to vary this is reserved.
As part of the arrangements terminating the proposed merger with TNS, certain revised break fee arrangements have been agreed between GfK and TNS.
Further announcements will be made as appropriate.
Enquiries:
|
GfK Prof. Dr. Klaus Wübbenhorst, Chief Executive Bernhard Wolf, Global Head of Corporate Communications |
Tel: +49 911 395 0 Tel: +49 911 395 2733 Tel: +49 911 395 2012 |
|
Rothschild (Financial Adviser to GfK) Jonathan Paine, Frank Herzog, Jeremy Millard |
Tel: +44 20 7280 5000 |
|
Hering Schuppener Consulting (Public Relations Adviser to GfK) Alexander Geiser |
Tel: +49 69 92 18740 |
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Code and there can be no certainty that any offer will ultimately be made for TNS nor as to the terms and conditions on which any offer might be made.
Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to GfK in connection with the Merger and no-one else and will not be responsible to anyone other than GfK for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Merger, the content of this announcement or any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of TNS, all "dealings" in any "relevant securities" of TNS (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 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until 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, they will be deemed to be a single person for the purposes of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of TNS by GfK, GfK-Nürnberg e.V. or TNS, 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 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 City 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 of the City Code, you should consult the Panel.
Related Shares:
WPP