RNS Number : 2349W
Taylor Nelson Sofres PLC
09 June 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION INCLUDING AUSTRALIA, CANADA, JAPAN AND THE UNITED STATES
FOR IMMEDIATE RELEASE
9 June 2008
Taylor Nelson Sofres plc ("TNS")
Following the announcement of its proposed merger with GfK AG (the "Merger") on 3 June 2008, TNS has now received a notice from WPP Group plc ("WPP") pursuant to Rule 20.2 of the Takeover Code requesting information in relation to TNS. In accordance with Rule 20.2 and subject to agreeing relevant confidentiality restrictions, TNS will be providing to WPP certain TNS information that was provided to GfK -Nürnberg e.V. in the context of the Merger.
The Board of TNS, which is being advised by Deutsche Bank and JPMorgan Cazenove, has unanimously rejected, on 4 May 2008 and 13 May 2008, two proposals from WPP which, it believed and continues to believe, substantially undervalue the company even on a standalone basis. The Board has not, therefore, previously disclosed confidential information relating to TNS’ business to WPP, which is a competitor of TNS, given its duty to protect both TNS' business and shareholders' interests.
The Boards of TNS and GfK AG ("GfK") announced on 3 June 2008 the detailed terms of the Merger. The Board of TNS believes that a combination of TNS and GfK will deliver significant value to TNS' shareholders through accelerating revenue opportunities and substantial cost savings. The Board of TNS remains committed to implementing the Merger which it believes to be in shareholders' best interests.
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.
Press enquiries to Brunswick +44 20 7404 5959
David Yelland, Jonathan Glass
Christine Graeff (Germany) +49 69 2400 5512
TNS +44 20 8967 1584
Janis Parks, Head of Investor Relations
Deutsche Bank +44 20 7545 8000
(Lead Financial Adviser and Joint Broker)
Kristian Bagger, Gavin Deane, Manny Chohhan
Charles Wilkinson, Martin Pengelley (Corporate Broking)
JPMorgan Cazenove +44 20 7588 2828
(Financial adviser and Joint Broker)
Malcolm Moir, Andrew Hodgkin, Hugo Baring
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 www.thetakeoverpanel.org.uk .
'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.
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