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Taylor Nelson Sofres (TNS)

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Tuesday 06 May, 2008

Taylor Nelson Sofres

Statement re. Press Comment

Taylor Nelson Sofres PLC
06 May 2008



04 May 2008

                        Taylor Nelson Sofres plc ("TNS")

The Board of TNS notes the recent press speculation regarding a possible offer
for TNS by WPP Group plc ("WPP").

The Board of TNS confirms that it received an unsolicited proposal from WPP for
TNS on 3 May 2008 (the "Proposal"). The Proposal outlines a possible
pre-conditional offer in which the consideration for TNS would be satisfied
through 154 pence in cash and 0.1214 WPP shares for each TNS share. Based on the
closing price of WPP on 2 May 2008 of 626 pence per WPP share the Proposal
values each TNS share at 230 pence.

The Board of TNS, which is being advised by Deutsche Bank and JPMorgan Cazenove,
has unanimously rejected the Proposal which it believes is not in shareholders'
best interests.

The Board of TNS further confirms that it previously received an unsolicited
informal proposal from WPP outlining a reversal of Kantar, a division of WPP,
into TNS (the "Informal Proposal"). The Informal Proposal would have resulted in
WPP acquiring control of the enlarged group without paying a premium for

The Board of TNS unanimously concluded that the Informal Proposal would not be
in the best interests of TNS's shareholders and decided not to proceed with this

Furthermore, the Boards of TNS and GfK AG ("GfK") announced on 29 April 2008
that they are in discussions which may lead to a possible nil premium merger of
equals to be effected, for practical purposes, by way of a share for share offer
for GfK by TNS. These discussions pre-date both of the approaches from WPP. The
Board of TNS believes that a combination of TNS and GfK would deliver
significant value to TNS's shareholders, maximising shareholder value through
accelerating revenue opportunities and substantial operating efficiencies under
clear leadership. Significant progress has been made on the work to confirm the
quantum of merger benefits and an announcement on this as well as the other key
merger conditions will be made shortly.

As required by the Takeover Code, TNS confirms that this announcement is not
being made with the agreement or approval of WPP.

Donald Brydon, Chairman of TNS said:

"The Board has no hesitation in rejecting this opportunistic proposal as it
substantially undervalues the company even on a standalone basis"


Press enquiries to Brunswick                                    +44 20 7404 5959
David Yelland                                                   

TNS                                                             +44 20 8967 1584
Janis Parks, Head of Investor Relations

Deutsche Bank (Lead financial advisor to TNS)                   +44 20 7545 8000
Kristian Bagger
Gavin Deane

JPMorgan Cazenove (Financial advisor to TNS)                    +44 20 7588 2828
Hugo Baring

Deutsche Bank (Joint corporate broker to TNS)                   +44 20 7545 8000
Charles Wilkinson

JPMorgan Cazenove (Joint corporate broker to TNS)               +44 20 7588 2828
Malcolm Moir

Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and regulated by the Financial
Services Authority for the conduct of UK business.  Deutsche Bank AG is acting
as lead financial adviser and also as joint corporate broker to TNS, and no-one
else in connection with the Proposal and will not be responsible to anyone other
than TNS for providing the protections afforded to the clients of Deutsche Bank
AG nor for providing advice in relation to the Proposal or any matter referred
to herein.

JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser and joint corporate broker to
TNS no-one else in connection with the Proposal and will not be responsible to
anyone other than TNS for providing the protections afforded to customers of
JPMorgan Cazenove or for providing advice in relation to the Proposal or any
other matter referred to herein.

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

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