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Taylor Nelson Sofres (TNS)

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Wednesday 02 July, 2008

Taylor Nelson Sofres

Merger Update

RNS Number : 2015Y
Taylor Nelson Sofres PLC
02 July 2008



2 July 2008 

Taylor Nelson Sofres plc ("TNS" or the "Company")

The Board of TNS notes today's announcement by the Takeover Panel that it has imposed a deadline of 9 July 2008 for WPP Group plc ("WPP") to launch a formal offer for TNS or withdraw. The Board welcomes the clarity provided to TNS' shareholders from this announcement ahead of the TNS General Meeting on 18 July 2008 and the general assembly meeting of the GfK-Nürnberg e.V. members on 21 July 2008.

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 subsequent decline in WPP's share price has further increased this substantial undervaluation.

By the 9 July 2008 deadline imposed by the Takeover Panel, WPP will have had in excess of two months to make a decision since it made its first formal conditional proposal to TNS on 3 May 2008 and TNS believes it is in the interests of the Company and its shareholders that this long period of uncertainty is brought to an end. 

The Board of TNS remains committed to implementing the merger of GfK and TNS which it believes to be in shareholders' best interests. 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.

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: "WPP has had a substantial period of time to consider whether or not it intends to make a proposal that properly reflects the value of TNS on a standalone basis and, in the opinion of the Board of TNS, WPP has been provided with more than sufficient information to enable it to value a public company. The Board of TNS remains focused on delivering the GfK-TNS merger, which it believes is the most compelling proposal to deliver value to the shareholders of TNS and GfK and in the development of market research. TNS' shareholders deserve an end to this extensive period of uncertainty and therefore we welcome the Panel's decision today."


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                                                               +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 Merger 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 and Merger 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 Merger 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 and Merger 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
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