6th May 2008 07:03
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 04 May 2008 Taylor Nelson Sofres plc ("TNS") The Board of TNS notes the recent press speculation regarding a possible offerfor TNS by WPP Group plc ("WPP"). The Board of TNS confirms that it received an unsolicited proposal from WPP forTNS on 3 May 2008 (the "Proposal"). The Proposal outlines a possiblepre-conditional offer in which the consideration for TNS would be satisfiedthrough 154 pence in cash and 0.1214 WPP shares for each TNS share. Based on theclosing price of WPP on 2 May 2008 of 626 pence per WPP share the Proposalvalues each TNS share at 230 pence. The Board of TNS, which is being advised by Deutsche Bank and JPMorgan Cazenove,has unanimously rejected the Proposal which it believes is not in shareholders'best interests. The Board of TNS further confirms that it previously received an unsolicitedinformal proposal from WPP outlining a reversal of Kantar, a division of WPP,into TNS (the "Informal Proposal"). The Informal Proposal would have resulted inWPP acquiring control of the enlarged group without paying a premium forcontrol. The Board of TNS unanimously concluded that the Informal Proposal would not bein the best interests of TNS's shareholders and decided not to proceed with thisproposal. Furthermore, the Boards of TNS and GfK AG ("GfK") announced on 29 April 2008that they are in discussions which may lead to a possible nil premium merger ofequals to be effected, for practical purposes, by way of a share for share offerfor GfK by TNS. These discussions pre-date both of the approaches from WPP. TheBoard of TNS believes that a combination of TNS and GfK would deliversignificant value to TNS's shareholders, maximising shareholder value throughaccelerating revenue opportunities and substantial operating efficiencies underclear leadership. Significant progress has been made on the work to confirm thequantum of merger benefits and an announcement on this as well as the other keymerger conditions will be made shortly. As required by the Takeover Code, TNS confirms that this announcement is notbeing made with the agreement or approval of WPP. Donald Brydon, Chairman of TNS said: "The Board has no hesitation in rejecting this opportunistic proposal as itsubstantially undervalues the company even on a standalone basis" Enquiries: Press enquiries to Brunswick +44 20 7404 5959David 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 will not be responsible to anyone otherthan TNS for providing the protections afforded to the clients of Deutsche BankAG nor for providing advice in relation to the Proposal or any matter referredto 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. This announcement does not constitute an offer to sell or a solicitation of anoffer to buy securities in the United States. Securities may not be offered orsold in the United States absent registration or an applicable exemption fromregistration. The shares have not been, and will not be, registered under the USSecurities 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 byuse of mails or any means or instrumentality (including, without limitation,facsimile transmission, telephone and internet) of interstate or foreigncommerce of, or any facilities of a national securities exchange of, the UnitedStates. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
WPP