RNS Number : 5208A
Taylor Nelson Sofres PLC
01 August 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
1 August 2008
Taylor Nelson Sofres plc ("TNS")
REJECTION OF UNSOLICITED OFFER
The Board of TNS notes the publication today of WPP Group plc's ("WPP") offer document in relation to the unsolicited offer announced by WPP for TNS on 9 July 2008 (the "Offer"). As stated in TNS' announcement on 9 July 2008, the Board has unanimously rejected the Offer and the Board reiterates its advice to shareholders to reject it as the Offer substantially undervalues TNS.
The Board of TNS will be writing to shareholders to explain in greater detail the Board's reasons for rejecting the Offer. In the meantime, TNS shareholders will within the next couple of days receive a document from WPP detailing the terms of its unsolicited Offer and are strongly urged to take no action in response to the Offer and, in particular, not to complete the form of acceptance they receive with the WPP offer document.
The Board also notes the announcement today by GfK AG that it continues to actively pursue an all-cash offer for TNS and that discussions are progressing positively.
Press enquiries to Brunswick +44 20 7404 5959
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 Offer 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 Offer 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 Offer 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 Offer or any other matter referred to herein.
The Directors of TNS accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of TNS (who have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not affect the import of such information.
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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