RNS Number : 2080Y
Taylor Nelson Sofres PLC
03 July 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
3 July 2008
Taylor Nelson Sofres plc ('TNS')
REJECTION OF FURTHER PRE-CONDITIONAL PROPOSAL
The Board of TNS announces that on the evening of 2 July 2008 TNS received a further unsolicited proposal from WPP Group plc ('WPP') for TNS (the 'Further Proposal'). The Further Proposal outlines a possible pre-conditional offer in which the consideration for TNS would be satisfied through 173 pence in cash and 0.1889 WPP shares for each TNS share. Based on the closing price of WPP on 2 July 2008 of 460.5 pence per WPP share the Further Proposal values each TNS share at 260 pence.
The Board of TNS, which is being advised by Deutsche Bank and JPMorgan Cazenove, has unanimously rejected the Further Proposal which it believes again substantially undervalues TNS even on a standalone basis. TNS is the only quoted, independent, diversified operator in the market information sector. It is a unique company and has an attractive platform in this fast growing and dynamic sector and as such should command a commensurate premium valuation.
The Board believes that WPP's successive approaches and considerable press commentary and innuendo collectively represent an attempt by WPP purely to frustrate the merger of GfK AG ('GfK') and TNS.
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 GfK and TNS creates leadership in market research and information through the combination of fact based and insight based analysis. The merger will deliver significant value to TNS' shareholders through accelerating revenue opportunities and substantial cost savings. The Board of TNS continues to recommend that shareholders vote in favour of the merger at the TNS General Meeting being held on 18 July 2008.
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 of TNS has been extraordinarily patient with Sir Martin Sorrell. We have now received three proposals from WPP, each of which substantially undervalues the company. WPP have received materially the same information as has been provided to GfK. WPP have got all the information they need and have had all the time they need. It is clear that WPP are determined to try and frustrate the GfK-TNS merger for the benefit of WPP’s underperforming Kantar division. It is time for Sir Martin Sorrell and WPP to stop interfering and make their intentions clear.’
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 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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