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Taylor Nelson Sofres (TNS)

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Tuesday 13 May, 2008

Taylor Nelson Sofres

Offer Rejection

RNS Number : 3612U
Taylor Nelson Sofres PLC
13 May 2008



13 May 2008 

Taylor Nelson Sofres plc ("TNS")

The Board of TNS announces that it has received a revised unsolicited proposal from WPP Group plc ("WPP") for TNS today (the "Revised Proposal"). The Revised Proposal outlines a possible pre-conditional offer in which the consideration for TNS would be satisfied through 164 pence in cash and 0.1214 WPP shares for each TNS share. Based on the closing price of WPP on 12 May 2008 of 638.5 pence per WPP share the Revised Proposal values each TNS share at 241.5 pence. 

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

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 the approaches from WPP. As previously announced, the Board of TNS believes that a combination of TNS and GfK would deliver significant value to TNS's shareholders.  Significant progress has been made on the work to confirm the quantum of the merger benefits and it is expected that a further announcement on these benefits and the key merger terms 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. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made. 

Donald Brydon, Chairman of TNS said: 

"The Board met today and had no hesitation in rejecting this revised proposal which substantially undervalues the company even on a standalone basis". 



Press enquiries to 
Brunswick                                               +44 20 7404 5959 
David Yelland 

Jonathan Glass 

Christine Graeff                                                                   +49 69 2400 5512 

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 Revised 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 Revised 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 and no-one else in connection with the Revised 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 Revised 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 States

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 TNS or WPP, 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 TNS or WPP, 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 TNS or WPP by TNS or WPP, 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