Statement Re TNS

RNS Number : 0568Y

WPP Group PLC

01 July 2008

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

1 July 2008

WPP GROUP PLC ("WPP")

STATEMENT RE. TAYLOR NELSON SOFRES PLC ("TNS") 

WPP notes the recent reports that the Bavarian Ministry of Commerce and the City of Nürnberg intend to vote against the proposed 'nil-premium' merger of GfK AG ("GfK") and TNS (the "Proposed GfK-TNS Merger"). Both the Bavarian Ministry of Commerce and the City of Nürnberg are members of the GfK-Nürnberg e.V. ("GfK-Verein"), which holds approximately 57% of GfK's existing issued share capital.

As stated in the announcement of the Proposed GfK-TNS Merger on 3 June 2008, and again in the circular and prospectus published by TNS last week, the Proposed GfK-TNS Merger will only be implemented if, amongst other things, the GfK-Verein general assembly passes a resolution approving the "irrevocable" undertaking by GfK-Verein to accept the proposed offer by TNS in respect of its shareholding in GfK (the "Verein Undertaking").  Approval by the GfK-Verein general assembly is also a condition of the Verein Undertaking.

In the Verein Undertaking, GfK-Verein agreed to call an assembly of GfK-Verein's members to be held no later than 4 July 2008 in order to approve the Verein Undertaking.  According to recent press reports, however, WPP understands that the meeting of the GfK-Verein assembly to approve the Verein Undertaking has been postponed until 21 July 2008, which is after the date of the general meeting of TNS which has been convened for 18 July 2008.

Under the terms of the Verein Undertaking, the condition requiring approval by the general assembly of GfK-Verein is deemed to be satisfied if:

• the general assembly has approved the Verein Undertaking with a majority of 75% of the votes cast; or

• the minutes of the meeting of the general assembly state that the chairman of the assembly has determined that the general assembly has approved the Verein Undertaking.

WPP notes recent press comment suggesting that, notwithstanding the above, the approval of the GfK-Verein general assembly is not required for the Proposed GfK-TNS Merger to proceed. This is inconsistent with the announcement of the Proposed GfK-TNS Merger on 3 June 2008, the circular and prospectus published by TNS last week and the terms of the Verein Undertaking itself. WPP also notes that, in an interview with Nürnberger Zeitung on 25 June 2008, Hajo Riesenbeck (Chairman of the Supervisory Board of GfK, President of the Chair of GfK-Verein and proposed Chairman of GfK-TNS) is quoted as saying "If the Verein comes to a negative decision then I would not continue the project".

WPP believes that delaying the GfK-Verein vote on the Verein Undertaking to after the date of the general meeting of TNS convened for 18 July 2008 is a particularly material development for TNS shareholders as they will now be asked to approve the Proposed GfK-TNS Merger and related matters before knowing whether GfK-Verein's obligation to accept the proposed offer by TNS has been approved and therefore whether the Proposed GfK-TNS Merger will in fact proceed.

The Board of WPP is continuing to review the situation and a further announcement will be made as and when appropriate. 

Enquiries:

BUCHANAN COMMUNICATIONS	[phone]
Richard Oldworth
CNC	[phone]
Oliver Mann
MERRILL LYNCH INTERNATIONAL	[phone]
Richard Taylor
Mark Astaire (Corporate Broking)
PERELLA WEINBERG	[phone]
Philip Yates
Graham Davidson
GOLDMAN SACHS
James Del Favero	[phone]
Simon Dingemans	[phone]

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Code and there can be no certainty that any offer will ultimately be made for TNS.    

Merrill Lynch International, Perella Weinberg and Goldman Sachs are acting exclusively for WPP in connection with the possible offer by WPP for TNS and no one else and will not be responsible to anyone other than WPP for providing the protections afforded to clients of Merrill Lynch International, Perella Weinberg or Goldman Sachs or for providing advice in relation to the possible offer by WPP for TNS or any other transaction, arrangement or matter referred to in this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of WPP or TNS, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of WPP or TNS, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of WPP or TNS by WPP or TNS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

 

END

 

 

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