Taylor Nelson Sofres PLC
29 April 2008
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29 April 2008
GfK AG ("GfK") Taylor Nelson Sofres plc ("TNS")
Proposed merger of equals between GfK and TNS
The Boards of GfK and TNS note the press speculation regarding a merger between
the two companies and confirm that they are in discussions which may lead to a
possible nil premium merger of equals. GfK and TNS have agreed a non-binding
heads of agreement which set out the key terms currently envisaged of the
A combined GfK and TNS would be the world's second largest market information
group by revenues. The Boards of the two companies believe that a merged GfK and
TNS would be positioned to capitalise on the global opportunities in the market
information industry with specific expertise in the consumer, technology, media
and healthcare sectors. Post merger, the combined group would be able to deliver
a greater range of value-added solutions more effectively to all its clients.
The combination would also significantly strengthen the syndicated business of
the merged group, particularly in consumer panels and media audience
measurement. It would also extend coverage in the fast growing markets of Asia,
Latin America and Eastern Europe.
The Boards of GfK and TNS believe that a combination would deliver significant
value to both GfK and TNS shareholders through substantial operating
efficiencies and enhanced revenue opportunities. Further work is being
undertaken to confirm the level of merger benefits that could be achieved from a
combination of GfK and TNS.
The key terms of the transaction currently envisaged by GfK and TNS are as
- shareholders of GfK and TNS would each hold 50% of the merged group;
- the merged group would have a unitary board, the composition of which would
reflect the nature of the transaction as a merger of equals;
- the Chairmen of each of GfK and TNS, Hajo Riesenbeck and Donald Brydon
respectively, would become Co-Chairmen of the board of the merged
group. It is intended that Donald Brydon would step down in Hajo
Riesenbeck's favour at the 2010 AGM of the merged group;
- the Chief Executive of the merged group would be David Lowden;
- Prof. Dr. Klaus Wubbenhorst would be the appointee of the GfK-Verein as a
Non-Executive Director on the board of the merged company;
- GfK-Verein, currently the largest shareholder in GfK, will be the largest
shareholder in the merged group with a shareholding expected to be around
28% and, for so long as it holds at least 15% of the voting capital, it will
have the right to appoint one Non-Executive Director to the board of the
merged company. Their appointee will be Prof. Dr. Klaus Wubbenhorst as
- the merged group would be renamed GfK-TNS;
- the global head office would be based in London and a German head office
with significant business operations would be based in Nurnberg; and
- the merger is currently intended to be effected, for practical purposes, by
way of a share for share offer for GfK by TNS.
Negotiations between GfK and TNS are continuing on detailed terms and
accordingly there can be no certainty that a transaction will ultimately result
nor on the terms on which an eventual transaction will be agreed.
Any transaction would be subject to customary conditions and approvals. A
further announcement will be made if and when appropriate.
David Lowden, Chief Executive of TNS said:
"The market has long seen these two companies as ideal partners and now is the
right time to bring them together. This is a partnership that would create a
global leader across our market sectors bringing new capabilities and value to
our clients through the combination of strong syndicated and custom services.
The merger would also create substantial value for both sets of shareholders."
Prof. Dr. Klaus Wubbenhorst, Chief Executive of GfK said:
"The combination of GfK and TNS would create a global leader in our industry.
The two companies are a perfect fit and have a long and successful track record
of working together. I have always believed that a combination would be in the
best interests of customers, employees and shareholders."
This announcement does not constitute an offer to sell or a solicitation of an
offer to buy securities in the United States. Securities may not be offered or
sold in the United States absent registration or an applicable exemption from
registration. The shares have not been, and will not be, registered under the US
Securities Act of 1933 or the securities laws of any state of the United States.
This announcement should not be sent, directly or indirectly, in or into, or by
use of mails or any means or instrumentality (including, without limitation,
facsimile transmission, telephone and internet) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
TNS +44 20 8967 1584
Janis Parks, Head of Investor Relations
Brunswick +44 20 7404 5959
Christine Graeff (Brunswick Germany) +49 692 400 5510
GfK +49 911 395 2012
Bernhard Wolf, Global Head of Corporate Communications
Hering Schuppener +49 699 218 7474
Notes to editors
TNS is a global market information and insight group.
Its strategic goal is to be recognised as the global leader in delivering
value-added information and insights that help its clients make more effective
TNS delivers innovative thinking and excellent service across a network of 80
countries. Working in partnership with clients, TNS provides high-quality
information, analysis and insight that improves understanding of consumer
TNS is the world's leading provider of customised services, combining sector
knowledge with expertise in the areas of Product Development & Innovation, Brand
& Communications, Stakeholder Management, Retail & Shopper and Customer
Intelligence. TNS is a major supplier of consumer panel, media intelligence and
audience measurement services.
TNS is the sixth sense of businessTM.
The GfK Group
The GfK Group is the No. 5 market research organization worldwide. Its
activities cover the three business sectors of Custom Research, Retail and
Technology and Media. The GfK Group achieved revenues of 1,162.1 million euros
in financial year 2007. The Group has 115 companies covering over 100 countries.
Of a total of 9,070 employees (as of December 31, 2007), 81.1% are based outside
This information is provided by RNS
The company news service from the London Stock Exchange