31st May 2007 15:37
WPP Group plc (NASDAQGS:WPPGY) (LSE:WPP) ("WPP") is commencingtoday, through its wholly-owned subsidiary, TS Transaction Inc., acash tender offer for all outstanding shares of 24/7 Real Media, Inc.(NASDAQ:TFSM) ("24/7 Real Media") at a price of $11.75 per share. Thistender offer follows a merger agreement signed on May 17, 2007 amongWPP, TS Transaction and 24/7 Real Media. £ The Board of Directors of 24/7 Real Media has unanimouslydetermined that the merger agreement and its related transactions,including the tender offer and the merger, are fair to and in the bestinterests of 24/7 Real Media and its stockholders, and has recommendedthat stockholders tender their shares in the tender offer. £ WPP will file today with the Securities and Exchange Commission("SEC") a tender offer statement on Schedule TO that, with thenecessary exhibits, provides the terms of the tender offer. Thesedocuments, which will be available on the WPP website,www.wpp.com/wpp/investor, outline the procedures for 24/7 Real Mediastockholders to tender their shares and additional details concerningthe terms and conditions of the offer. £ There is no financing condition to the tender offer. The tenderoffer is subject to certain conditions set forth in the aforementioneddocuments, including a minimum share tender condition, the expirationor termination of the waiting period under the Hart-Scott-RodinoAntitrust Improvement Act of 1976, as amended, and the expiration ortermination of the applicable waiting period under certain foreignantitrust laws and receipts of foreign antitrust approvals. £ The tender offer and related withdrawal rights to which 24/7 RealMedia stockholders may be entitled will expire at 12:00 midnight, NewYork City time, at the end of Wednesday June 27, 2007, unless thetender offer is extended in accordance with the merger agreement andthe applicable rules and regulations of the SEC. Following theacceptance of payment for shares in the tender offer and completion ofthe transactions contemplated in the merger agreement, 24/7 Real Mediawill be a wholly-owned subsidiary of WPP. £ 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) to be filed byWPP and TS Transaction Inc. with the SEC on May 31, 2007. Thesedocuments contain important information about the tender offer andstockholders 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 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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