28th Jun 2007 14:12
WPP Group plc (NASDAQGS:WPPGY) (LSE:WPP.L) ("WPP") announced todaythe successful completion of its tender offer for all of theoutstanding shares of common stock of 24/7 Real Media, Inc.(NASDAQ:TFSM) ("24/7 Real Media") at a price of $11.75 per share incash. The offer expired at midnight, New York City time, at the end ofWednesday, June 27, 2007, at which time a total of 47,687,050 sharesof 24/7 Real Media, including 4,050,879 shares tendered underguaranteed delivery procedures, had been tendered and not withdrawn,representing approximately 92.6% (including approximately 7.9%tendered under guaranteed delivery procedures) of the outstanding 24/7Real Media common stock. All shares that were validly tendered and notwithdrawn have been accepted for payment in accordance with the termsof the tender offer. £ As of 9:00 a.m., New York City time, on June 28, 2007, TSTransaction Inc. will commence a subsequent offering period for allremaining shares of 24/7 Real Media common stock that have not yetbeen tendered. This subsequent offering period will expire at 5:00p.m., New York City time, on Friday, July 6, 2007, unless extended.During this subsequent offering period, 24/7 Real Media stockholderswho did not previously tender their shares into the offer may do soand will promptly receive the same $11.75 per share cash considerationpaid during the initial offering period. The procedures for tenderingshares during the subsequent offering period are the same as duringthe initial offering period, except that (i) the guaranteed deliveryprocedures may not be used during the subsequent offering period and(ii) shares tendered during the subsequent offering period may not bewithdrawn. £ After expiration of the subsequent offering period, as the samemay be extended, WPP, through its indirect wholly owned subsidiary, TSTransaction, Inc., intends to acquire all of the remaining outstandingshares of 24/7 Real Media common stock by means of a merger underDelaware law. The merger will take place as soon as practicablefollowing the receipt of approval of the merger from the Korea FairTrade Commission. That approval is currently expected to be receivedon or about July 13, 2007. WPP urges the stockholders of 24/7 RealMedia to tender their shares into the subsequent offering period sothat they may receive payment of the $11.75 per share cash offer priceon an expedited basis rather than waiting for the merger to close. Inthe merger, each outstanding share of 24/7 Real Media common stock(other than restricted shares and shares as to which the holder hasproperly exercised appraisal rights) will be converted into the rightto receive $11.75 per share in cash, without interest. Shares of 24/7Real Media that are restricted shares will be converted into anappropriately adjusted number of restricted ordinary shares orrestricted American depositary shares of WPP, which will be subject tothe same contractual restrictions as the restricted shares from whichthey were converted. Following the merger, 24/7 Real Media commonstock will no longer be traded on the Nasdaq. £ About WPP £ WPP is one of the world's leading communications services groups.Through its operating companies it provides a comprehensive range ofcommunications services. These services include: advertising; mediainvestment management; information, insight and consultancy; publicrelations and public affairs; branding and identity, healthcare andspecialist communications. The Company employs approximately 100,000people (including associates) in 2,000 offices in 106 countries,providing communications services to more than 300 of the companiesthat comprise the Fortune 500, over one half of the companies thatcomprise the NASDAQ 100 and more than 30 of the companies thatcomprise the Fortune e-50. £ Important Information £ This press release is for informational purposes only and is notan offer to buy or the solicitation of an offer to sell any of 24/7Real Media's common shares. £ This tender offer is being made pursuant to a Tender OfferStatement on Schedule TO (including the Offer to Purchase, the relatedLetter of Transmittal and other tender offer materials) filed by WPPand TS Transaction with the SEC on May 31, 2007, as amended. £ These documents contain important information about the tenderoffer and stockholders of 24/7 Real Media are urged to read themcarefully before making any decision regarding tendering their shares. £ The Offer to Purchase, the related Letter of Transmittal andcertain other offer documents as well as theSolicitation/Recommendation Statement, are available free of charge onthe SEC's website (www.sec.gov) or from D.F. King & Co., Inc., theinformation agent for the tender offer at (888) 605-1958 (toll free).Citibank N.A. is acting as depositary for the tender offer. £ Forward-looking Statement £ This release includes statements that are, or may be deemed to be,"forward-looking" statements. These forward-looking statements can beidentified by the use of forward-looking terminology, including interalia the terms "believes", "plans", "expects", "may", "will" or"should" or, in each case, their negative or other variations orcomparable terminology. £ These forward-looking statements include matters that are nothistorical facts and include statements regarding WPP's intentions,beliefs or current expectations concerning, among other things, WPP'sresults of operations, financial condition, liquidity, prospects,growth, strategies, the outlook for relevant markets and the proposedacquisition of 24/7 Real Media. By their nature, forward-lookingstatements involve risk and uncertainty because they relate to futureevents and circumstances. A number of factors could cause actualresults and developments to differ materially from those expressed orimplied by the forward-looking statements. Forward-looking statementsmay and often do differ materially from actual results. Anyforward-looking statements in this release reflect WPP's view withrespect to future events as of the date of this release and aresubject to risks relating to future events and other risks,uncertainties and assumptions relating to WPP's operations, results ofoperations, growth strategy and liquidity. £ Save as required by relevant law or regulation, WPP undertakes noobligation publicly to release the results of any revisions to anyforward-looking statements in this release that may occur due to anychange in its expectations or to reflect events or circumstances afterthe date of this release. Information in this release should not berelied upon as a guide to future performance. Copyright Business Wire 2007Related Shares:
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