WPP Group PLC
06 May 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
6 May 2008
WPP GROUP PLC ("WPP")
POSSIBLE OFFER FOR TAYLOR NELSON SOFRES PLC ("TNS")
WPP notes the announcement by TNS made on 4 May 2008 rejecting WPP's proposal to
offer to acquire the entire issued share capital of TNS.
Sir Martin Sorrell, Chief Executive of WPP, said:
"We are surprised and disappointed that the Board of TNS has rejected our offer
proposal within 24 hours of receipt.
We are puzzled that our attempts to engage with TNS management on a friendly
basis have been hindered and resisted. We are also disappointed that TNS has not
indicated that it would be willing to provide us with the same information which
it has given to GfK as part of their 'nil premium merger' discussions, despite
the fact that we would be entitled to such information were the UK Takeover Code
While we continue to review our position, we encourage TNS shareholders to urge
their Board to engage with us rather than simply persisting on an exclusive
basis with a 'nil premium merger' arrangement with GfK."
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 or as to the terms of any such
In accordance with Rule 2.10 of the Takeover Code, as at 2 May 2008, WPP had
1,173,522,306 ordinary shares of 10 pence in issue excluding shares held in
treasury. The ISIN reference for these securities is GB00B0J6N107. In addition,
Grey Global Group, an indirect wholly owned subsidiary of WPP, had $150 million
of bonds in issue which are convertible into WPP ordinary shares. The ISIN
reference for these securities is US39787MAB46.
A further announcement will be made, if and when appropriate.
BUCHANAN COMMUNICATIONS +44 20 7466 5000
MERRILL LYNCH INTERNATIONAL +44 20 7628 1000
Mark Astaire (Corporate Broking)
PERELLA WEINBERG +44 20 7268 2800
James Del Favero +1 212 902 1000
Chris Bischoff +44 20 7774 1000
Merrill Lynch International, Perella Weinberg and Goldman Sachs are acting
exclusively for WPP in connection with the proposal 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 proposal 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
"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.
This information is provided by RNS
The company news service from the London Stock Exchange