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Taylor Nelson Sofres (TNS)

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Wednesday 14 May, 2003

Taylor Nelson Sofres

Acquisition & Cash Placing

Taylor Nelson Sofres PLC
14 May 2003

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO,
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

Members of the general public are not eligible to take part in the Placing
referred to below. Invitations to participate in the Placing will be limited to
investment professionals and high net worth companies within the meaning of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended), and other persons to whom invitations may lawfully be made.

14 MAY 2003, PART 1 OF 3

SUMMARY

                            Taylor Nelson Sofres plc

             Proposed acquisition of NFO WorldGroup, Inc. for $425m

                  and cash placing to raise approximately £51m

         Combining two of the world's leading market information groups

Taylor Nelson Sofres plc (TNS), a world leader in market information, today
announces the proposed acquisition (the Acquisition) of NFO WorldGroup, Inc.
(NFO) from The Interpublic Group of Companies, Inc. (Interpublic), for $425m. It
also announces a fully underwritten cash placing (the Placing) to raise net
proceeds of approximately £51m. On the basis of 2002 revenues, the Acquisition
will consolidate TNS' position as one of the top three global companies in its
industry.

Strategic rationale


  • Brings to TNS one of the leading US access panels and strengthens its
    internet data collection capabilities.

  • Reinforces TNS' network in the US, the world's largest market for market
    information, in Asia, where demand for market information is fast growing,
    and in Europe.

  • Increases TNS' competitive advantage by adding depth to sector expertise
    and expanding global key account activities.

  • Offers increased opportunity to develop continuous tracking services.

  • Widens client base for a broader portfolio of branded solutions.

Financial impact*


  • The Directors expect the Acquisition to be earnings enhancing in the
    current financial year, before goodwill charges, synergies and restructuring
    costs, and significantly earnings enhancing from 2004 on the same basis.

  • The Directors expect the Acquisition to deliver annualised synergies of
    more than £3m by the end of 2003 and in excess of £10m in 2004, resulting
    primarily from operational costs efficiencies. The Directors expect initial
    one-off integration costs of approximately £5-6m in 2003.

  • The Directors expect the return on investment to be in excess of TNS'
    current weighted average cost of capital in the first full year.

* Nothing in this section shall be construed as a profit forecast or interpreted
to mean that the future earnings per share of TNS will necessarily be the same
as, or greater than, the historic public earnings per share of TNS for any
completed financial period.

Details of consideration


  • Of the $425m consideration, $400m will be paid in cash on completion, and
    $25m will be satisfied by the issue of new TNS shares (the Consideration
    Shares) to Interpublic on completion.

  • A further $10m consideration will be payable in cash after the first
    anniversary of completion, contingent upon TNS' average share price
    exceeding 146 pence during 20 consecutive trading days within a specific
    period around that first anniversary.

  • The share element of the consideration is subject to lock-up and orderly
    marketing arrangements. 50 per cent of the Consideration Shares are released
    on 1 December 2003, and the remainder are released upon the preliminary
    announcement of the results of the Enlarged Group for the year ended 31
    December 2003 (expected in March 2004).

Financing


  • The cash element of the consideration is to be funded from new credit
    facilities of up to £490m, together with the proceeds of the Placing. The
    new facilities will also be used to refinance existing debt.

  • The Placing of 39.1m new TNS shares (equivalent to approximately 9.99 per
    cent of TNS' existing issued share capital), priced at 133 pence per share,
    will raise net proceeds of approximately £51m. The Placing is fully
    underwritten by Deutsche Bank AG London (Deutsche Bank) and Cazenove & Co
    Ltd (Cazenove), and is not conditional upon the completion of the
    Acquisition.

Comments from TNS on the Acquisition

Tony Cowling, Chairman of TNS:

        "We are delighted to be acquiring NFO, a high quality company with a
        strong management team. As well as bringing into the Group one of the
        US' leading access panels, the Acquisition is in line with the strategy
        that has delivered profitable growth over the past few years. We believe
        that, by combining NFO with TNS, we will be able to generate significant
        cost and revenue synergies and that this latest step in the Group's
        development provides an excellent opportunity to create further
        shareholder value."

Comments from TNS on current trading and prospects for the Enlarged Group

Mike Kirkham, Chief Executive of TNS:

     Current trading of TNS

        "At the results announcement in March, we said that in 2003 we expected
        our markets to progress along broadly similar lines to the previous
        year, with low single digit growth. The soft market conditions
        experienced in the second half of 2002 continued into the first two
        months of this year and we saw a slight decline in underlying revenue
        compared with the previous year. However, with a better performance in
        March and a further improvement in April, we recorded underlying revenue
        growth for the first four months of 2003 as a whole. While there remains
        some uncertainty about the economy in general, given the improvement we
        have seen in the past two months and the encouraging level of work
        already commissioned for the remainder of 2003, the Directors remain
        comfortable with the Group's outlook for the year as a whole."

Current trading of NFO

        "While NFO recorded underlying revenue growth in the first quarter of
        2003, margins have been below the previous year's level. For the full
        year, the Directors believe that revenue will be broadly similar to
        2002."

Prospects for the Enlarged Group

        "The Acquisition will generate opportunities to accelerate future
        revenue growth and the Enlarged Group will be well placed to benefit
        from any economic upturn. The Directors are confident about the
        prospects for the Enlarged Group."



Additional information

Deutsche Bank is acting as sole financial adviser to TNS in relation to the
Acquisition and, with Cazenove, as joint underwriter and broker to the Placing.

A circular (the Circular), incorporating listing particulars, giving further
details of the Acquisition and containing a notice of an extraordinary general
meeting of TNS (the EGM) to approve the Acquisition, and increase the borrowing
powers of TNS, will be sent to shareholders in the near future.

Enquiries

TNS

Mike Kirkham, Chief Executive                         +44 (0)20 8967 4022

David Lowden, Finance Director                        +44 (0)20 8967 4009

Janis Parks, Head of Investor Relations               +44 (0)20 8967 1584

Deutsche Bank

Kristian Bagger                                       +44 (0)20 7545 8000

Charles Wilkinson                                     +44 (0)20 7545 8000

Cazenove

Malcolm Moir                                          +44 (0)20 7588 2828

Andrew Hodgkin                                        +44 (0)20 7588 2828

Citigate Dewe Rogerson

Margaret George                                       +44 (0)20 7638 9571

A presentation for analysts and institutions will be held at 09.30 today (London
time) at The City Conference Centre, 80 Coleman Street, London EC2R 5BJ. A
webcast of this presentation will be available on the Investor Centre of the
Group's website, at www.tns-global.com, from 18.00 today (London time).



GENERAL

Deutsche Bank, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for TNS and no one else in relation to
the Acquisition and the Placing and will not be responsible to any other person
for providing the protections afforded to its customers or for advising any
other person in relation to the Acquisition or the Placing.

Cazenove, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for TNS and no one else in relation to the
Acquisition and the Placing and will not be responsible to any other person for
providing the protections afforded to its customers or for advising any other
person in relation to the Acquisition or the Placing.

Certain statements made in this announcement are forward looking statements.
Such statements are based on current expectations and are subject to a number of
risks and uncertainties that could cause actual results and performance to
differ materially from any expected future results or performance, express or
implied, by the forward looking statements. Factors that might cause forward
looking statements to differ materially from actual results include, among other
things, political, regulatory and economic factors. TNS assumes no
responsibility to update any of the forward looking statements contained in this
announcement. Further, any indication in this announcement of the price at which
ordinary shares of TNS have been bought or sold in the past cannot be relied
upon as a guide to future performance.

Any statement to the effect that the Acquisition is expected to be earnings
enhancing for TNS should not be interpreted to mean that the earnings per share
in the financial year following the Acquisition, or in any subsequent period
will necessarily be greater than those for any completed financial period.

This announcement and the information contained herein is not for publication or
distribution to persons in the United States, Australia, Canada, Japan or in any
jurisdiction in which such publication or distribution is unlawful.

Members of the general public are not eligible to take part in the Placing. This
announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, is directed only at persons who have professional
experience in matters relating to investments who fall within article 19(1) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) (the Order) or are persons falling within article 49(2)(a) to (d) of
the Order or to whom it may otherwise lawfully be communicated (all such persons
together being referred to as Relevant Persons). This announcement, in so far as
it constitutes an invitation or inducement to participate in the Placing, must
not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity in so far as relating to participation in the
Placing is available only to Relevant Persons and will be engaged in only with
Relevant Persons.

The making of an offer in certain jurisdictions or to residents who are citizens
of certain jurisdictions (Foreign Persons), may be restricted by laws of the
relevant jurisdictions. Foreign Persons should inform themselves about and
observe any such applicable legal requirements in their respective jurisdiction.

This announcement does not constitute an offer to sell or issue, or constitute
the solicitation of an offer to acquire or buy, any Placing Shares to any person
in any jurisdiction.

The Placing Shares have not been, and will not be, registered under the US
Securities Act 1933, as amended (the Securities Act) or with any securities
regulatory authority of any State or other jurisdiction of the United States,
and accordingly may not be offered or sold in the United States unless
registered under the Securities Act or pursuant to an exemption from such
registration. No regulatory authority has passed upon or endorsed the merits of
the offering of the Placing Shares or the accuracy or adequacy of this document.
Any representation to the contrary is a criminal offence in the United States.

NOTE TO EDITORS

About TNS

TNS is one of the world's leading market information groups, providing market
measurement, analysis and insight in more than 110 countries.  Working with
national and multi-national organisations, the Group helps its clients to
develop effective business strategies and enhance relationships with their
customers. Further information on TNS can be found on www.tns-global.com.



14 MAY 2003, PART 2 OF 3

                            Taylor Nelson Sofres plc

             Proposed acquisition of NFO WorldGroup, Inc. for $425m

                  and cash placing to raise approximately £51m

         Combining two of the world's leading market information groups

Taylor Nelson Sofres plc (TNS), a world leader in market information, announces
it has entered into an agreement for the proposed acquisition of NFO WorldGroup,
Inc. (NFO) from The Interpublic Group of Companies, Inc. (Interpublic), for
$425m, and a fully underwritten cash placing to raise net proceeds of
approximately £51m.

NFO has a significant presence in North America, Europe, Asia Pacific and the
Middle East. The Acquisition is a further step in the strategic development of
TNS and, on the basis of 2002 revenues of TNS and NFO, will consolidate the
Group's position as one of the top three providers of market information
worldwide. The Acquisition brings to the Group one of the leading US access
panels, and NFO's more extensive capabilities in online data collection. It
considerably strengthens the Group's global presence, particularly in the North
American market, which is the world's largest market for market information. It
also brings new NFO key accounts and adds depth to existing sector expertise and
management.

Background to the Acquisition

Recent developments in the market

The market information industry globally saw average annual revenue growth of
between eight and nine per cent between 1990 and 2000 (in US dollar terms). This
growth was driven by a number of factors, including: globalisation of client
activities and the resultant demand for consistent international data;
development of new sectors (such as telecoms) with needs for market information;
outsourcing of market information requirements; new technology providing
added-value analytical services and more immediate availability of information;
and the demand for continuous tracking of rapidly changing markets. While the
rate of market growth has slowed since 2000, during a period of economic
downturn, the Directors believe that the industry as a whole has maintained low
single digit growth over the past two years.

The industry has been through a period of consolidation over the past decade and
the Directors believe the top 10 companies represented approximately 54 per cent
of world market revenues in 2002. This consolidation has been driven by client
demand for consistent international information, together with the requirement
to invest in technology to meet clients' needs for sophisticated data analysis.
At the same time, the internet has become an increasingly important tool within
the industry for data collection and delivery. Development in this area has been
led by the US, where it has caused a move away from other forms of data
collection, such as telephone interviewing. The Directors expect this trend will
extend further into Europe over the next few years.

TNS' strategic development

TNS' growth over recent years has been based on the following strategy:

  • Build and exploit its global network

  • Concentrate on chosen industry sectors, with emphasis on key account
    management

  • Extend existing and launch new syndicated/continuous services

  • Promote branded solutions in customised research

  • Invest in high-tech solutions.

In line with this strategy, the Group has extended its network to more than 50
countries, from which it conducts research in over 110 countries. In this way,
it has positioned itself to meet increasing demand from multi-national clients
for consistent international data, analysis and market measurement. However, the
Directors consider that the Group's existing operations are under-represented in
North America, which represents over 40 per cent of the world's market for
market information.

At the same time as building its network, TNS has focused on the development of
specialist sector expertise to meet client expectations not only for research
skills, but also for a depth of knowledge and understanding of their markets.
Its specialist sectors are consumer panels, media intelligence, TV audience
measurement, IT, telecoms, healthcare and automotive. In addition, TNS conducts
research across many other sectors.

The Group is using its network and specialist sector approach as a base from
which to develop its key account management - focusing its attention on
servicing the multi-national needs of major clients. It has also increased the
proportion of its activities represented by syndicated and continuous tracking
services. This has been achieved through acquisition, organic development and
through TNS identifying opportunities in customised research business to create
new syndicated and continuous tracking services.

The Group's customised research activities are supported by TNS' portfolio of
branded solutions, which provide clients with practical and consistent
information and analysis covering a range of marketing issues, including
customer loyalty, customer satisfaction and brand awareness. The Directors
believe that branded solutions help with client retention and create a
competitive advantage. They are also important tools in helping the Group expand
its continuous tracking services to clients.

TNS has been investing in increasingly sophisticated technology and developing
its capabilities in internet data collection and portal delivery.

Since 1998, TNS' acquisition strategy has been to acquire companies that have
helped to build its network or that have strengthened its expertise in its
specialist sectors. In addition, TNS has acquired businesses that have developed
services in response to specific market needs, and those services have then been
leveraged across the Group's network. The Group has grown organically and
through successfully integrating these acquisitions over the past five years to
become a world leader in market information.

Information on NFO

NFO is the eighth largest group in the market information industry and has a
network operating in 40 countries in North America, Europe, Asia Pacific and the
Middle East run by an experienced management team. It has a strategy that has
many elements similar to those of TNS.

NFO specialises in a number of market sectors, including: consumer, healthcare,
IT, telecoms, financial services and automotive. It provides a range of market
information services, including continuous tracking, online research, access
panels and multi-national research. It also offers a range of branded solutions.

NFO is experienced in operating access panels in both the US and Europe. In the
US, it maintains a panel of approximately 525,000 households, designed to
represent the general US population. The size and diversity of these panels
enable NFO to conduct research amongst specific consumer groups and demographic
segments: for example, mothers of small children, airline frequent fliers and
users of specific brands or services. This approach increases response rates and
is more cost-effective than other methods of data collection. Postal
questionnaires and telephone interviews have been the methods used to collect
data traditionally; however, over recent years, NFO has undertaken a programme
to migrate panel members to online research, primarily in the US. NFO's online
panels enable it to meet a growing demand for internet-based research that is
particularly evident in the US. It operates one of the largest internet access
panels in the US, consisting of over two million individuals, and is one of the
worldwide leaders in online research.

NFO conducts approximately 15,000 studies annually for more than 4,000 clients.
It has also established a programme that is intended to increase revenue from
global key accounts.

In the year ended 31 December 2002, NFO's turnover and operating profit were as
follows:

UK GAAP (unaudited):

Consolidated turnover:                                                   $462.4m

Adjusted operating profit before goodwill amortisation:                   $47.6m

Operating profit:                                                         $28.1m



Additional summary financial information in relation to NFO is included in Part
3 of this announcement. Further financial information, including an accountants'
report on NFO, will be included in the Circular.

Strategic rationale for the Acquisition

Bringing into the Group the range and diversity of NFO's activities, including
one of the leading access panels in the US, will represent a major step forward
in the achievement of TNS' strategy.

Adding US access panel and strengthening internet data collection capabilities

TNS does not currently own a US access panel. In 2002, revenues from clients
using NFO's US access panel represented approximately 50 per cent of its North
American turnover. With the costs of data collection spread across a number of
clients, NFO's access panel business has operating margins above those customary
in customised activities and shares many of the repeat business attributes of
syndicated and continuous tracking services.

The industry's migration to online data collection originated in the US, where
online research spending is estimated by independent industry commentators to
have grown from $261m in 2000 to $638m in 2002. By concentrating on this
development, NFO has seen the proportion of its US access panel revenues
deriving from online data collection grow from approximately 10 per cent in 1999
to approximately 44 per cent in 2002 and expects it to grow further. The
Directors believe that the use of access panels will become more prevalent in
other parts of the world, including Europe, and that the Acquisition gives the
Group the opportunity to leverage NFO's skills in this area across TNS' network.

Reinforcing the global network

The Group has made significant progress in building and exploiting its network
over the past five years. However, the Directors believe that the Group is still
under-represented in the North American market, the world's largest market for
market information. The US is the source of most industry developments and,
increasingly, is where buying decisions for global accounts are taken. By
combining NFO's market information business with that of TNS, based on 2002
revenues, the Group will increase its turnover in the US by more than 80 per
cent. The Directors believe that this increased presence in the US should
improve the Enlarged Group's ability to win major contracts, both in the
important North American market and internationally. The Group's current US
custom business, TNS Intersearch, has focused mainly on 'business to business'
research and the Acquisition will give added strength in the consumer sector, as
well as in healthcare. It will also extend the Group into Canada, where TNS has
not previously had offices.

In Europe, TNS is currently under-represented in Germany, the world's third
largest market for market information, as well as in Italy and in Sweden. The
Acquisition will strengthen the Group's presence in all three countries and, at
the same time, reinforce its position in a number of other European countries.

NFO has offices in 14 countries in Asia, where the Directors believe demand for
market information is fast growing. The Acquisition increases the Group's
presence in Australia, and adds New Zealand to its network. NFO also has offices
in the Middle East and North Africa, regions in which the Group has not
previously had a presence.

Adding sector competitive advantage

The Directors believe that the Acquisition will increase the Group's depth of
capabilities and management in the consumer, healthcare and automotive sectors.
This should create opportunities to grow the Enlarged Group's revenue base.

Increased focus on key accounts

Both TNS and NFO have recognised the opportunities presented by programmes for
key account management in today's markets and the Directors believe that the
Enlarged Group offers potential for the expansion of global key account
services.

Opportunities for developing continuous tracking services

The Group's strategy has been to increase turnover from syndicated and
continuous tracking services, while at the same time retaining customised ad hoc
research business. Following the Acquisition, the proportion of the Group's
activities represented by customised ad hoc research services will increase. TNS
has experience in developing longer term relationships with clients by moving
them from one-off studies to continuous tracking services. The Directors believe
that the Acquisition offers new opportunities to build on this established track
record.

A wider market for branded solutions

Like TNS, NFO has focused on the development of branded solutions to enhance its
customised research services and the combination of the two ranges will create
the opportunity to offer these products to a wider client base.

Financial effects of the Acquisition*

The Directors expect the Acquisition to be earnings enhancing in the current
financial year, before goodwill charges, synergies and restructuring costs, and
significantly earnings enhancing from 2004 on the same basis. The Directors
expect the return on investment to be in excess of TNS' current weighted average
cost of capital in the first full year.

The Directors expect the Acquisition to deliver annualised synergies of more
than £3m by the end of 2003 and in excess of £10m by the end of 2004, resulting
primarily from operational costs efficiencies. These synergies are expected to
arise from more cost-efficient data collection, improved utilisation of
development expenditure, rationalisation of overhead and back office costs, and
efficient tax structuring. The Directors expect initial one-off integration
costs of approximately £5-6m in 2003.

* Nothing in this section shall be construed as a profit forecast or interpreted
to mean that the future earnings per share of TNS will necessarily be the same
as, or greater than, the historic public earnings per share of TNS for any
completed financial period.

Integration planning

Management structures to implement the integration of NFO into TNS will be
established for each region. As immediate priorities, the Directors will be
working with NFO management to concentrate on integrating activities in the
North America and Asia Pacific regions.

In North America, NFO's sales activities will be co-ordinated with those of TNS'
existing custom business, TNS Intersearch. The back offices of the two
businesses will be unified and specialist sector activities will be merged under
a combined management. The Group will integrate the healthcare division of NFO
with its existing healthcare activities under one management team. The branded
solutions offered by the two businesses will be combined and emphasis will be
placed on rolling out the full portfolio to NFO's clients. A management board
comprising both TNS and NFO senior management will oversee the Enlarged Group's
North American research operations.

A progressive merger of activities in Asia is planned and this will begin
immediately upon completion of the Acquisition.

NFO's European operations are currently largely managed as a stand-alone entity
and any integration in this region will be a secondary priority. It is currently
expected that integration will commence in 2004.

Consideration

The consideration for the Acquisition is $425m, subject to a working capital
adjustment in favour of TNS, which the Directors do not expect to be triggered.
Of the consideration, $400m will be paid in cash on completion, and $25m will be
satisfied by the issue of the Consideration Shares to Interpublic on completion.
A further $10m consideration will be payable in cash after the first anniversary
of completion, contingent upon TNS' average share price exceeding 146 pence
during 20 consecutive trading days within a period commencing 30 days prior to
such anniversary and ending 30 days after. 146 pence represents 115% of TNS'
average share price for the 20 trading days ending 12 May.

The share element of the consideration is subject to lock-up and orderly
marketing arrangements. 50 per cent of the Consideration Shares are released on
1 December 2003, and the remainder are released upon the preliminary
announcement of the results of the Enlarged Group for the year ended 31 December
2003 (expected in March 2004).

Financing

The cash element of the consideration is to be principally funded from new
credit facilities of up to £490m (which will also be used to refinance certain
existing credit lines), together with the proceeds of the Placing. The mandated
lead arrangers in respect of the new credit facilities are Barclays Capital plc,
Lloyds TSB Bank plc, The Royal Bank of Scotland plc and Societe Generale. The
Directors currently estimate the net debt of the Group to be in the region of
£218m and expect that to increase by approximately £220m to finance the
Acquisition and related costs.

TNS proposes to raise net proceeds of approximately £51m by way of the Placing
of 39.1m new TNS shares (equivalent to 9.99 per cent of TNS' existing issued
share capital) (the Placing Shares), priced at 133 pence per share. The Placing
Shares will rank pari passu with the existing ordinary shares of the Company
save that they will not carry any entitlement to the final dividend of 1.7 pence
per share in respect of the year ended 31 December 2002.

The Placing is fully underwritten by Deutsche Bank and Cazenove, who are acting
as joint placing agents on behalf of TNS. The Placing Shares are to be placed
with institutional investors, and members of the public are not eligible to
participate in the Placing.

Application has been made to the UK Listing Authority and to the London Stock
Exchange plc (the LSE) for the Placing Shares to be admitted to the Official
List and to trading on the LSE's market for listed securities (Admission). It is
expected that Admission will become effective at 08.00 (London time) on 19 May
2003 and dealings will commence at that time.

The Placing is conditional, inter alia, upon Admission occurring by 11.00 on 19
May 2003, or such later date as may be agreed between TNS, Deutsche Bank and
Cazenove, and (unless Deutsche Bank and Cazenove decide to waive this
condition), upon nothing arising prior to Admission, which would give either
Interpublic, or TNS, a right to terminate, under the sale and purchase agreement
entered into in respect of the Acquisition. In addition, Deutsche Bank and
Cazenove have the right to terminate the Placing in certain circumstances,
including following the occurrence of certain regulatory actions, in so far as
such actions suspend or materially limit the trading of securities on the LSE's
market for listed securities.

The Placing is not conditional on completion of the Acquisition. If the Placing
proceeds, but the Acquisition is not completed, TNS intends to use the proceeds
of the Placing to continue to expand its activities in line with the Group's
strategy.

The Placing Shares will be acquired by placees on the basis that they have not
relied (i) on any information, representation, and/or warranty from Deutsche
Bank or Cazenove nor (ii) on any information, representation, and/or warranty
from TNS, save for the information contained in this announcement.

Additional information

Conditions to closing of the Acquisition

The Acquisition is conditional on obtaining all necessary mandatory regulatory
approvals, and in the case of the UK, no extension of the period for
consideration having been made by the Office of Fair Trading within 20 business
days of filing or, if such extension is made, no indication having been received
from the Office of Fair Trading within 35 business days of filing that it would
intend to refer, or to recommend reference, of the Acquisition to the UK
Competition Commission. The Acquisition is conditional further on approval by
TNS shareholders at the EGM, admission of the Consideration Shares to the
Official List and to trading on the LSE's market for listed securities and
disbursement under the new credit facilities.

Documentation and timetable expectations

A proposed timetable of events leading up to completion of the Acquisition is
set out below. Please note that dates are approximate:

  • Posting of Circular                  June 2003

  • EGM                                  June/July 2003

  • Obtain regulatory approvals          July 2003

  • Completion of the Acquisition        July 2003





Glossary of terms

The following industry specific definitions and defined terms (in addition to
those defined within the text) are used in this announcement:

Access panels means panels of people who have agreed in advance to participate
in market information surveys. The panels, which are used to collect data for
customised research, are generally selected to be representative of the
population of a country as a whole.

Ad hoc research means one-off studies conducted for individual clients, often
using branded solutions, to address clients' marketing issues. The data utilised
in such research is collected by a number of methods, including via access
panels.

Branded solutions means standardised techniques or approaches for solving a
common marketing problem, applicable in any country or industry sector.

Continuous tracking means market research undertaken for individual clients on a
continuous basis.

Consistent international data means data that is collected and analysed
consistently across the relevant international markets.

Customised research means research conducted for one client, which can be ad hoc
or continuous tracking.

Enlarged Group means the Group post-Acquisition.

Group means TNS and its subsidiary undertakings.

Key accounts means major clients of TNS and/or NFO, as the case may be.

Syndicated services means, in relation to market research services, either
services where (i) the market information provider owns the data it collects and
sells it to a number of clients or (ii) the market information provider collects
data on behalf of, and supplies it to, a defined group of clients who
collectively own the data. Consumer panels are an example of a syndicated
service.

14 MAY 2003, PART 3 OF 3

SUMMARY FINANCIAL INFORMATION ON NFO WORLDGROUP, INC.

--------------------------------------------------------------------------------

1. Source and basis of preparation of financial information on NFO

The summarised financial information for the NFO Group has been extracted from
the following documents.

US GAAP

Special purpose financial statements have been prepared for the NFO Group for
each of the three years ended 31 December 2002 in accordance with US GAAP (The
Consolidated Financial Information). The Consolidated Financial Information
consolidates the financial statements of NFO and its subsidiaries, associated
undertakings and joint ventures drawn up to 31 December in each period, as
appropriate.

As an integrated business unit of The Interpublic Group of Companies, Inc.
(Interpublic), Interpublic provided certain administrative, management and other
services to NFO. The NFO Group was allocated costs from Interpublic for these
services of 2002 $9.2m, 2001 $4.1m and 2000 $nil.

The Consolidated Financial Information reflects assets, liabilities, revenue and
expenses directly attributable to the NFO Group as well as allocations of
central Interpublic expenses deemed reasonable by management to present the
financial position, results of operations, and cash flows of the NFO Group on a
stand alone basis. However, the financial position, results of operations, and
cash flows of the NFO Group for the three years ended 31 December 2002 may not
necessarily reflect those that would have been achieved had the NFO Group
operated autonomously as an entity independent of Interpublic.

UK GAAP

An Accountants' Report on the NFO Group, prepared in accordance with UK GAAP and
TNS accounting policies, will be included in the Circular. This report, which is
currently in draft, is unaudited and subject to adjustment.



2. Financial information for the year ended 31 December 2002

(a) NFO summarised profit and loss account for the year ended 31 December 2002


                                                  US GAAP (1)            UK GAAP (2)           UK GAAP (3)

                                                           $m            (unaudited)           (unaudited)

                                                                                  $m                    £m


Revenue                                                 466.1                  462.4                 307.8

Adjusted EBITDA (4)                                      59.6                   58.5                  38.9

EBITDA (4)                                               52.6                   51.5                  34.2

Adjusted operating profit (5)                            48.7                   47.6                  31.7

Adjusted operating margin                               10.4%                  10.3%                 10.3%

Operating profit (5)                                     37.4                   28.1                  18.7




Notes:

(1) Extracted from The Consolidated Financial Information prepared 
    in accordance with US GAAP.


(2) Extracted from the draft, unaudited Accountants' Report on NFO,
    prepared under UK GAAP and in accordance with TNS's accounting policies.

(3) Convenience translation of (2) above, at US$ 1.5023 : £1, being
    the average rate for the year ended 31 December 2002.

(4) EBITDA is earnings before interest, tax, depreciation and
    amortisation of intangible assets. The adjustment to EBITDA reverses
    $7.0m of the $9.2m service fee charged by Interpublic to NFO, taking the
    charge to $2.2m to reflect what TNS management believes to be the
    Enlarged Group's new cost structure going forward.

                                                 US GAAP (1)                 UK GAAP (2)                UK GAAP (3)


                                                          $m                 (unaudited)                (unaudited)

                                                                                      $m                         £m


EBITDA                                                  52.6                        51.5                       34.2

Adjustment for Interpublic service fees                  7.0                         7.0                        4.7

Adjusted EBITDA                                         59.6                        58.5                       38.9



(5) The adjustment to operating profit reverses out goodwill amortisation and
    $7.0m of the $9.2m service fee charged by Interpublic to NFO, taking the 
    charge to $2.2m to reflect what TNS management believes to be the Enlarged 
    Group's new cost structure going forward.

                                                 US GAAP (1)                 UK GAAP (2)                UK GAAP (3)

                                                          $m                 (unaudited)                (unaudited)

                                                                                      $m                         £m

Operating profit                                        37.4                        28.1                       18.7

Add back: goodwill amortisation                          4.3                        12.5                        8.3

Operating profit (pre-goodwill)                         41.7                        40.6                       27.0

Adjustment for Interpublic service fees                  7.0                         7.0                        4.7

Adjusted operating profit                               48.7                        47.6                       31.7




(b) NFO revenue analysis split and operating margins for the year ended 31
    December 2002


                                         Turnover UK GAAP (1)
                                                  (unaudited)
                                                         ($m)   Operating Margin

US access panel (NFO Research)                            97                high
US and Canada custom                                      85              medium
Europe                                                   222              medium
Middle East / Asia Pacific                                58                 low

Total                                                    462

Notes:

(1)     Source: TNS management analysis





(c) NFO free cash flow for the year ended 31 December 2002


                                                                    UK GAAP (1)                        UK GAAP (2)

                                                                    (unaudited)                        (unaudited)

                                                                             $m                                 £m
Adjusted operating profit                                                  47.6                               31.7
Depreciation                                                               10.9                                7.2
Movement in working capital                                              (14.3)                              (9.5)
Adjusted operating cash inflow                                             44.2                               29.4
Capital expenditure                                                      (10.1)                              (6.7)
Taxation                                                                  (5.3)                              (3.5)
Adjusted interest (3)                                                         -                                  -
Free cash flow                                                             28.8                               19.2




Notes:

(1) Extracted from the draft, unaudited Accountants' Report on NFO, prepared
    under UK GAAP and in accordance with TNS's accounting policies.

(2) Convenience translation of (2) above, at US$ 1.5023 : £1, being the
    average rate for the year ended 31 December 2002.

(3) Excludes interest expense paid by NFO to Interpublic on the debt taken
    on by Interpublic for the 2000 acquisition of NFO.






(d) NFO net assets as at 31 December 2002
                                                               US GAAP (1)
                                                                      ($m)
Fixed assets
     Tangible                                                         70.4
     Intangible                                                      217.5
Current assets                                                       178.4
Current liabilities                                                (124.2)

Total assets less current liabilities (2)                            342.1




Notes:

(1) Extracted from The Consolidated Financial Information prepared in
    accordance with US GAAP.

(2) Excludes provisions and creditors > 1 year totalling $23.6m and $158m of
    Interpublic funding.






2. NFO profit and loss summary for the years ended 31 December 2002, 2001 and
   2000 under US GAAP

                                                      2002 (1)               2001 (1)              2000 (1)


                                                            $m                     $m                    $m



Revenue (2)                                              466.1                  438.5                 454.2

EBITDA                                                    52.6                   38.4                  23.9

Operating profit                                          37.4                   19.3                   4.9

add back: goodwill amortisation                            4.3                    8.7                   8.5

Operating profit (pre-goodwill)                           41.7                   28.0                  13.4

Adjustment for Interpublic service fees (3)                7.0                    1.9                     -

Adjustment for restructuring costs (4)                       -                   10.8                  26.5

Adjusted operating profit (pre-goodwill)                  48.7                   40.7                  39.9



Operating profit margin (pre-goodwill)                    8.9%                   6.4%                  3.0%
Impact of:
Adjustment for Interpublic service fees (3)               1.5%                   0.4%                     -
Adjustment for restructuring costs (4)                       -                   2.5%                  5.8%
Adjusted operating profit margin                         10.4%                   9.3%                  8.8%
(pre-goodwill)


Notes:

(1) Extracted from The Consolidated Financial Information prepared 
    in accordance with US GAAP.

(2) NFO organic revenue growth: 1999 (6.3%); 2000 (5.2%); 2001 
    (-1.6%); 2002 (2.6%).

(3) The Interpublic service fee adjustment reverses $7.0m of the
    $9.2m service fee charged by Interpublic to NFO in 2002 and $1.9m of the
    2001 charge to bring the charge in each year to $2.2m to reflect what
    TNS management believes to be the Enlarged Group's new cost structure
    going forward. No fee was charged in 2000 since, prior to a
    reorganisation that took place in 2000, Interpublic did not undertake
    services on NFO's behalf and the corresponding costs were in the NFO
    cost base.

(4) Restructuring costs that were one-off in nature have been
    adjusted out in arriving at the ongoing operating margin of the NFO
    business.






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