31st May 2007 13:31
WPP Group PLC31 May 2007 For Immediate Release 31 May 2007 WPP Group plc Commences Cash Tender Offer for 24/7 Real Media Inc. at $11.75 Per Share New York, NY, and London, England, May 31, 2007 - WPP Group plc (NASDAQGS:WPPGY)(LSE:WPP.L) ("WPP") is commencing today, through its wholly-owned subsidiary, TSTransaction Inc., a cash tender offer for all outstanding shares of 24/7 RealMedia, Inc. (NASDAQ:TFSM) ("24/7 Real Media") at a price of $11.75 per share.This tender offer follows a merger agreement signed on May 17, 2007 among WPP,TS Transaction and 24/7 Real Media. The Board of Directors of 24/7 Real Media has unanimously determined that themerger agreement and its related transactions, including the tender offer andthe merger, are fair to and in the best interests of 24/7 Real Media and itsstockholders, and has recommended that stockholders tender their shares in thetender offer. WPP will file today with the Securities and Exchange Commission ("SEC") a tenderoffer statement on Schedule TO that, with the necessary exhibits, provides theterms of the tender offer. These documents, which will be available on the WPPwebsite, www.wpp.com/wpp/investor, outline the procedures for 24/7 Real Mediastockholders to tender their shares and additional details concerning the termsand conditions of the offer. There is no financing condition to the tender offer. The tender offer is subjectto certain conditions set forth in the aforementioned documents, including aminimum share tender condition, the expiration or termination of the waitingperiod under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, asamended, and the expiration or termination of the applicable waiting periodunder certain foreign antitrust laws and receipts of foreign antitrustapprovals. The tender offer and related withdrawal rights to which 24/7 Real Mediastockholders may be entitled will expire at 12:00 midnight, New York City time,at the end of Wednesday June 27, 2007, unless the tender offer is extended inaccordance with the merger agreement and the applicable rules and regulations ofthe SEC. Following the acceptance of payment for shares in the tender offer andcompletion of the transactions contemplated in the merger agreement, 24/7 RealMedia will be a wholly-owned subsidiary of WPP. About WPP WPP is one of the world's leading communications services groups. Through itsoperating companies it provides a comprehensive range of communicationsservices. These services include: advertising; media investment management;information, insight and consultancy; public relations and public affairs;branding and identity, healthcare and specialist communications. The Companyemploys approximately 100,000 people (including associates) in 2,000 offices in106 countries, providing communications services to more than 300 of thecompanies that comprise the Fortune 500, over one half of the companies thatcomprise the NASDAQ 100 and more than 30 of the companies that comprise theFortune e-50. Important InformationThis press release is for informational purposes only and is not an offer to buyor the solicitation of an offer to sell any of 24/7 Real Media's common shares. This tender offer is being made pursuant to a Tender Offer Statement on ScheduleTO (including the Offer to Purchase, the related Letter of Transmittal and othertender offer materials) to be filed by WPP and TS Transaction Inc. with the SECon May 31, 2007. These documents contain important information about the tenderoffer and stockholders of 24/7 Real Media are urged to read them carefullybefore making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other offerdocuments as well as the Solicitation/Recommendation Statement, are availablefree of charge on the SEC's website (www.sec.gov) or from D.F. King & Co., Inc.,the information agent for the tender offer at (888) 605-1958 (toll free).Citibank N.A. is acting as depositary for the tender offer. Forward-looking StatementThis release includes statements that are, or may be deemed to be,"forward-looking" statements. These forward-looking statements can be identifiedby the use of forward-looking terminology, including inter alia the terms"believes", "plans", "expects", "may", "will" or "should" or, in each case,their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical factsand include statements regarding WPP's intentions, beliefs or currentexpectations concerning, among other things, WPP's results of operations,financial condition, liquidity, prospects, growth, strategies, the outlook forrelevant markets and the proposed acquisition of 24/7 Real Media. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements. Forward-looking statements may andoften do differ materially from actual results. Any forward-looking statementsin this release reflect WPP's view with respect to future events as of the dateof this release and are subject to risks relating to future events and otherrisks, uncertainties and assumptions relating to WPP's operations, results ofoperations, growth strategy and liquidity.Save as required by relevant law or regulation, WPP undertakes no obligationpublicly to release the results of any revisions to any forward-lookingstatements in this release that may occur due to any change in its expectationsor to reflect events or circumstances after the date of this release.Information in this release should not be relied upon as a guide to futureperformance. Contact: Feona McEwan, WPP T +44 (0)20 7408 2204 www.wpp.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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