26th Jun 2007 12:17
WPP Group plc (NASDAQGS:WPPGY; LSE:WPP; "WPP") announced todaythat, having received the necessary clearances from regulatoryauthorities in the United States and Germany relating to the offer,its wholly-owned subsidiary, TS Transaction, Inc., intends to closeand purchase all shares of common stock of 24/7 Real Media, Inc.(NASDAQ:TFSM - News; "24/7 Real Media") validly tendered and notwithdrawn at the expiration of the tender offer which is scheduled toexpire at 12 midnight New York City time at the end of Wednesday, June27, 2007. £ With respect to all shares validly tendered and not withdrawn, WPPintends to pay the offer price of $11.75 per share, in cash, as soonas practicable after the close of the offer. There is no financingcondition to the tender offer, which is subject to receipt of at leasta majority of 24/7 Real Media's outstanding shares of common stock(calculated on a fully diluted basis in accordance with the terms ofthe merger agreement). £ The tender offer follows a definitive merger agreement signed onMay 17, 2007 among WPP Group, 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. £ 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. 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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