Cash offer for Tempus Group
WPP Group PLC
20 August 2001
PART 1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
JAPAN
WPP GROUP PLC
CASH OFFER FOR TEMPUS GROUP PLC
The board of WPP announces the terms of a cash offer for Tempus.
The Offer will be 555p in cash for each Tempus Share, valuing the entire
issued, and to be issued, share capital of Tempus at approximately £437
million. A Loan Note Alternative will also be made available.
The Offer represents a premium of:
* 14p to the cash value of the Havas Offer of 541p per Tempus Share; and
* 54 per cent. to the Closing Price of 360.5p per Tempus Share on 18 July
2001, the last Business Day prior to the announcement of the Havas Offer
for Tempus.
CIA, Tempus' media planning and buying business, will enhance The Media Edge,
part of WPP's media investment management division, creating the world's
fourth largest media buying network. Tempus' branding, identity and design
division will join with WPP's existing branding, identity, design and
strategic marketing consultancy businesses.
Upon completion of the Offer, Chris Ingram, Chairman of Tempus, will be
invited to become Co-Chairman of Group MindShare Edge ('GME'), WPP's media
investment management division.
WPP currently owns approximately 22 per cent. of Tempus' existing issued share
capital, having acquired this shareholding at an average price of 240p per
Tempus Share. Following completion of the Offer, and after taking into account
options that become exercisable, WPP's average cost per Tempus Share will be
450p and its total cost of investment will be approximately £385 million.
The board of WPP has identified synergies of at least £13 million and expects
the transaction to be earnings enhancing in the first full financial year
following completion of the Acquisition.*
Merrill Lynch and Goldman Sachs are acting as financial advisers, and Merrill
Lynch is acting as corporate broker, to WPP.
Commenting on the announcement, Sir Martin Sorrell, Group Chief Executive of
WPP, said:
'We believe the strategic and financial benefits of combining CIA with The
Media Edge are compelling. The two businesses are highly complementary
philosophically and will create a worldwide geographically balanced network
and a much enhanced client offering.
We are also attracted by the excellent fit of Tempus' branding, identity and
design division with our strategic marketing consultancies and similar
businesses.
We anticipate substantial synergies to be generated from this combination.
This, coupled with our blended acquisition price of 450p per share, will
enable us to generate an attractive return for our shareholders.'
This summary should be read in conjunction with the full text of the attached
announcement.
*This statement should not be interpreted as meaning that the earnings per
share of WPP, following the Acquisition, will necessarily exceed those for the
year ended 31 December 2000.
Enquiries:
There will be a presentation to analysts at 9.30 a.m. today at Buchanan
Communications, 107 Cheapside, London EC2V 6DN. For further information
contact:
WPP Telephone: +44 20 7408 2204
Sir Martin Sorrell, Group Chief Executive
Paul Richardson, Group Finance Director
Feona McEwan, Group Communications Director
MERRILL LYNCH Telephone: +44 20 7628 1000
Philip Yates, Managing Director
Richard Taylor, Director
Tim Pratelli, Director
GOLDMAN SACHS Telephone: +44 20 7774 1000
Richard Campbell-Breeden, Managing Director
James Del Favero, Managing Director
BUCHANAN COMMUNICATIONS Telephone: +44 20 7466 5000
Richard Oldworth, Managing Director
Mark Edwards, Director
This press announcement does not constitute an offer or invitation to purchase
any securities or a solicitation or an offer to buy any securities, pursuant
to the Offer or otherwise.
The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are
located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable requirements.
The Offer will not be made, directly or indirectly, in or into Australia,
Canada or Japan. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise distributed or sent in or into or from
Australia, Canada or Japan and doing so may invalidate any purported
acceptance of the Offer.
The Loan Notes have not been and will not be registered under the US
Securities Act, or the securities laws of any state of the United States, or
under the relevant securities laws of Australia, Canada or Japan. Accordingly,
the Loan Notes may not be offered, sold or delivered, directly or indirectly,
in or into Australia, Canada, Japan or the United States except pursuant to
exemptions from the applicable requirements of such jurisdictions.
Merrill Lynch and Goldman Sachs, both of which are regulated in the United
Kingdom by the Securities and Futures Authority Limited, are acting
exclusively for WPP in connection with the Offer and for no one else and will
not be responsible to anyone other than WPP for providing the protections
afforded to customers of both Merrill Lynch and Goldman Sachs or for providing
advice in relation to the Offer.
US persons who are shareholders of Tempus should note that the Offer is made
for the securities of a non-US company. The Offer is subject to disclosure
requirements that are different from those of the United States. Financial
statements included or referred to in the Offer Document, if any, have been
prepared in accordance with non-US accounting standards that may not be
comparable to the financial statements of US companies.
US shareholders of Tempus should also note that it may be difficult for them
to enforce their rights and any claim they may have arising under the US
federal securities laws, since WPP is located in a non-US country, and some or
all of its officers and directors may be residents of a non-US country. Such
shareholders may not be able to sue WPP or its officers and directors in a
non-US court for violations of US securities laws. It may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.
Tempus Shareholders should be aware that WPP may purchase Tempus Shares
otherwise than under the Offer, such as in the open market or privately
negotiated purchases.
This press announcement contains certain 'forward-looking statements' within
the meaning of Section 21E of the US Securities Exchange Act of 1934 and the
US Private Securities Litigation Reform Act of 1995. Forward-looking
statements relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. These forward-looking statements
reflect WPP's current views about future events and are subject to risks,
uncertainties, assumptions and changes in circumstances that may cause WPP's
actual results to differ significantly from those expressed in any
forward-looking statement. Certain factors that could cause actual results to
differ materially from expected results include delays in completing the
Offer, difficulties in integrating the Tempus Group into WPP's operations, and
changes in global economic, business, competitive market and regulatory
factors. For more information regarding risk factors relevant to WPP, please
see WPP filings with the US Securities and Exchange Commission, including its
most recent annual report on Form 20-F. WPP does not intend, and disclaims any
duty or obligation, to update or revise any industry information or
forward-looking statements set forth in this press announcement to reflect new
information, future events or otherwise.
END
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
JAPAN
WPP GROUP PLC
CASH OFFER FOR TEMPUS GROUP PLC
1. Introduction
The board of WPP announces the terms of a cash offer for the entire
issued, and to be issued, share capital of Tempus not already owned by WPP
or any of its subsidiaries. The Offer is to be made by Merrill Lynch and
Goldman Sachs on behalf of WPP.
The Offer will be 555p in cash for each Tempus Share, valuing the entire
issued, and to be issued, share capital of Tempus at approximately £437
million.
WPP currently owns 16,563,837 Tempus Shares representing approximately 22
per cent. of Tempus' existing issued share capital, having acquired this
shareholding at an average price of 240p per Tempus Share. Following
completion of the Offer, and after taking into account options that become
exercisable, WPP's average cost per Tempus Share will be 450p and its
total cost of investment will be approximately £385 million.
2. The Offer
The Offer, which will be subject to the conditions and further terms
set out in Appendix I and in the Offer Document and in the Form of
Acceptance, will be made on the following basis:
for each Tempus Share 555p in cash
The Offer represents a premium of:
+ 14p to the cash value of the Havas Offer of 541p per Tempus Share;
and
+ 54 per cent. to the Closing Price of 360.5p per Tempus Share on 18
July 2001, the last Business Day prior to the announcement of the
Havas Offer for Tempus.
The Offer will include a Loan Note Alternative, further details of
which are set out below.
The Tempus Shares will be acquired by WPP fully paid and free from
liens, equities, charges, encumbrances, rights of pre-emption and
other third party rights or interests of any nature whatsoever and
together with all rights now or hereafter attaching thereto, including
the right to receive and retain in full all dividends and other
distributions declared, made or paid on or after the date of this
announcement.
3. Background to and reasons for the Offer
The board of WPP is committed to delivering enhanced shareholder value
by continuing to be a leading player in the global advertising and
marketing services industry by providing national and multi-national
clients with comprehensive solutions to reach their customers, build
their brands, enhance their market position and develop superior
service capabilities in a cost-effective manner.
The board of WPP continues to believe that economies of scale in the
industry are critical to provide clients with competitive media buying
and to fund the research needed for leading edge optimisation and
planning tools, the enhancement of shareholder value and the
maintenance of a strong position.
Media planning, involving the selection of appropriate and effective
media, is an increasingly critical service category for global
agencies to be able to offer their clients. WPP has long recognised
the strategic benefits of developing strong independent media planning
and buying capabilities alongside its advertising agencies. The Media
Edge, part of WPP's media investment management division, is a global
media network with a client base that includes Young & Rubicam
clients, independent clients and other agencies. The merger of CIA
with The Media Edge is expected to provide:
+ an enhanced service offering for both CIA and The Media Edge
clients;
+ improved geographical profile, combining Tempus' strength in
Germany, Italy, UK, Spain, Sweden and Eastern Europe with The Media
Edge's strong position in the USA, Canada, Asia Pacific and Latin
America;
+ an opportunity to develop media planning, buying and research tools
between CIA, The Media Edge, MindShare and Kantar, WPP's information
and consultancy business; and
+ stronger purchasing power in buying media, both on a combined CIA/
The Media Edge basis and in conjunction with MindShare.
The combination of CIA and The Media Edge will create the world's
fourth largest media planning and buying network worldwide with
proforma combined annual billings in excess of £10 billion. The
combined business will rank in the top five in almost all key European
markets, eighth in the United States and in the top five in Latin
America and Asia Pacific.
The branding, identity and design division of Tempus, principally
comprising Added Value and BrownKSDP, with its strong operating
management, will take a leading role amongst WPP's existing companies
in its branding, identity, design and strategic marketing consultancy
divisions.
Following completion of the Acquisition, Chris Ingram will be invited
to become Co-Chairman of GME along with Beth Gordon, currently
Chairman of The Media Edge. David Reich will be invited to become
Vice-Chairman of GME and Irwin Gotlieb, currently Chief Executive
Officer of MindShare, will become Chief Executive Officer of GME.
Charles Courtier, currently Chief Executive Officer of The Media Edge,
will become Chairman of the combined CIA and The Media Edge business
and Mainardo de Nardis will be invited to become Chief Executive
Officer of the combined CIA and The Media Edge business.
4. Financial benefits
The board of WPP has identified synergies of at least £13 million and
expects the transaction to be earnings enhancing in the first full
financial year following completion of the Acquisition.*
These synergies are expected to be derived from a combination of head
office rationalisation, improved operational performance through raising
the margins of the combined units in the various geographic territories
and more efficient purchasing of research.
*This statement should not be interpreted as meaning that the earnings per
share of WPP, following the Acquisition, will necessarily exceed those for
the year ended 31 December 2000.
5. The Loan Note Alternative
Tempus Shareholders (excluding certain overseas shareholders) who validly
accept the Offer will be able to elect to receive Loan Notes instead of
some or all of the cash to which they would otherwise become entitled
under the terms of the Offer. The Loan Note Alternative will be available
on the following basis:
for every £1 in cash consideration £1 nominal value of Loan
Notes
The Loan Notes will be unsecured and will be issued credited as fully paid
in amounts and integral multiples of £1 nominal value. All fractional
entitlements to the Loan Notes will be disregarded. No application will be
made for the Loan Notes to be listed or dealt in or on any stock exchange
but they shall be transferable subject to certain restrictions to be set
out in the instrument constituting the Loan Notes.
The Loan Notes will carry interest at 0.5 per cent. below LIBOR. Interest
will be payable by half-yearly instalments in arrear (less any tax) on 30
June and 31 December in each year, except that the first payment of
interest will be made on the date (the 'First Interest Payment Date')
which is the first 30 June or 31 December to fall on or after the date
which is six months after the first date of issue of any of the Loan
Notes. On the First Interest Payment Date, interest will be paid in
respect of the period from (and including) the first date of issue of any
of the Loan Notes to (but excluding) the First Interest Payment Date. The
Loan Notes will be redeemable in whole or in part for cash at the option
of holders on the First Interest Payment Date and subsequent interest
payment dates. In certain circumstances (to be set out in the instrument
constituting the Loan Notes), WPP will have the right to redeem all of the
Loan Notes. The final redemption date will be the fifth anniversary of the
First Interest Payment Date.
No Loan Notes will be issued unless, on or before the date on which the
Offer becomes or is declared unconditional in all respects, valid
elections have been received in respect of at least £10 million in nominal
value of Loan Notes. If insufficient elections are received, Tempus
Shareholders electing for the Loan Note Alternative will instead receive
cash in accordance with the terms of the Offer.
Subject as aforesaid, the Loan Note Alternative will remain open for
acceptance for so long as the Offer remains open for acceptance. The Loan
Note Alternative is conditional upon the Offer becoming or being declared
unconditional in all respects.
Further details of the Loan Notes will be included in the Offer Document.
6. Information on WPP
WPP is one of the world's leading communications services groups. Through
its operating companies it provides a comprehensive range of
communications services. These services include: advertising; media
investment management; information and consultancy; public relations and
public affairs; branding and identity, healthcare and specialist
communications. Operating subsidiaries include the advertising agencies
Ogilvy & Mather Worldwide, J. Walter Thompson Company and Young & Rubicam
Advertising; MindShare and The Media Edge in media investment management;
The Kantar Group in the information and consultancy sector, including
Research International and Millward Brown; the public relations and public
affairs companies Burson-Marsteller, Hill and Knowlton, Ogilvy Public
Relations Worldwide and Cohn & Wolfe; and a wide range of specialised
communications companies including Enterprise IG and Landor, specialising
in branding and corporate identity, CommonHealth and Sudler & Hennessey,
specialising in healthcare communications and OgilvyOne and Wunderman
specialising in direct marketing.
The Group employs approximately 65,000 people (including associates) in
1,300 offices in 102 countries, providing communications services to more
than 300 of the companies that comprise the Fortune 500, over half of the
companies that comprise the Nasdaq 100 and more than 30 of the companies
that comprise the Fortune e-50. Clients include The Ford Motor Company,
IBM, Unilever and American Express.
For the year ended 31 December 2000, WPP reported gross billings of £
13,949 million, revenue of £2,981 million and profit before taxation and
goodwill amortisation of £372 million. As of 17 August 2001, WPP had a
market capitalisation of approximately £7,552 million.
7. Information on Tempus
Tempus is a leading media communications group, comprising a global media
communications network, an international digital marketing agency, a
strategic marketing consultancy, a global branding, identity and design
group, a business measuring marketing effectiveness and, working with all
of these disciplines, an integrated lead agency that offers these combined
resources.
Tempus has stated that it is the third largest media buying agency in
Europe and eighth largest globally, ranked by billings.
For the year ended 31 December 2000, the Tempus Group reported gross
billings of £2,068 million, revenue of £151 million and profit before
taxation, goodwill amortisation and exceptional items of £21 million.
8. Management and employees
The existing rights of employees of Tempus, including pension rights, will
be fully safeguarded. WPP believes that the management and employees of
Tempus will benefit from the enhanced opportunities available within the
WPP Group.
9. Financing
The total cash consideration for the Offer will be financed from WPP's
existing resources and from a credit facility entered into with Barclays
Capital, Salomon Brothers International Limited and Westdeutsche
Landesbank Girozentrale, London branch, (as arrangers), Citibank
International plc (as facility agent) and certain banks and financial
institutions (as lenders).
10. Disclosure of interests in Tempus
WPP Media Holding BV and Dolphin Square Holding BV, companies which are
wholly owned by WPP, and which are presumed by the Code to be acting in
concert with WPP, together hold 16,563,837 Tempus Shares, representing
approximately 22 per cent. of Tempus' existing issued share capital. This
shareholding was acquired at an average price of 240p per Tempus Share.
Save as aforesaid, neither WPP nor, so far as WPP is aware, any party
deemed by the Panel to be acting in concert with WPP, owns or controls any
Tempus Shares or holds any options to purchase Tempus Shares or any
derivative referenced to securities of Tempus. In view of the requirement
for confidentiality, WPP has not made any enquiries in this respect of
certain parties who may be deemed by the Panel to be acting in concert
with it for the purposes of the Offer.
11. Tempus share option schemes
The Offer will (subject to compliance with any applicable local laws)
extend to any Tempus Shares issued or unconditionally allotted while the
Offer remains open for acceptance (or prior to such earlier date as WPP
may determine, not being earlier than the date on which the Offer becomes
unconditional as to acceptances or, if later, the first closing date of
the Offer), including Tempus Shares issued pursuant to the exercise of
share options granted under the Tempus share option schemes.
It is intended that appropriate proposals will be made in due course, once
the Offer has become unconditional in all respects, to holders of options
granted under the Tempus share option schemes.
12. General
The Offer will be open for at least 21 days from the date of the Offer
Document.
It is WPP's intention, following the Offer becoming or being declared
unconditional in all respects and subject to the applicable requirements
of the London Stock Exchange and the UK Listing Authority, that Tempus
should apply to the London Stock Exchange and the UK Listing Authority for
the Tempus Shares to be delisted. Delisting would significantly reduce the
liquidity of any Tempus Shares not assented to the Offer.
If WPP receives acceptances under the Offer in respect of 90 per cent. or
more of the outstanding Tempus Shares to which the Offer relates, WPP
intends to exercise its rights pursuant to the provisions of sections 428
to 430F of the Companies Act 1985 to acquire compulsorily the remaining
Tempus Shares.
This announcement does not constitute an offer or any invitation to
purchase any securities.
Appendix III contains definitions of certain terms used in this
announcement.
13. Offer documentation
Merrill Lynch, which is acting as financial adviser and corporate
broker to WPP, and Goldman Sachs, which is acting as financial adviser
to WPP, will despatch the Offer Document and the Form of Acceptance to
Tempus Shareholders in due course.
Enquiries:
There will be a presentation to analysts at 9.30 a.m. today at
Buchanan Communications, 107 Cheapside, London EC2V 6DN. For further
information contact:
WPP Telephone: +44 20 7408 2204
Sir Martin Sorrell, Group Chief Executive
Paul Richardson, Group Finance Director
Feona McEwan, Group Communications Director
MERRILL LYNCH Telephone: +44 20 7628 1000
Philip Yates, Managing Director
Richard Taylor, Director
Tim Pratelli, Director
GOLDMAN SACHS Telephone: +44 20 7774 1000
Richard Campbell-Breeden, Managing Director
James Del Favero, Managing Director
BUCHANAN COMMUNICATIONS Telephone: +44 20 7466 5000
Richard Oldworth, Managing Director
Mark Edwards, Director
This press announcement does not constitute an offer or invitation to purchase
any securities or a solicitation or an offer to buy any securities, pursuant
to the Offer or otherwise.
The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are
located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable requirements.
The Offer will not be made, directly or indirectly, in or into Australia,
Canada or Japan. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise distributed or sent in or into or from
Australia, Canada or Japan and doing so may invalidate any purported
acceptance of the Offer.
The Loan Notes have not been and will not be registered under the US
Securities Act, or the securities laws of any state of the United States, or
under the relevant securities laws of Australia, Canada or Japan. Accordingly,
the Loan Notes may not be offered, sold or delivered, directly or indirectly,
in or into Australia, Canada, Japan or the United States except pursuant to
exemptions from the applicable requirements of such jurisdictions.
Merrill Lynch and Goldman Sachs, both of which are regulated in the United
Kingdom by the Securities and Futures Authority Limited, are acting
exclusively for WPP in connection with the Offer and for no one else and will
not be responsible to anyone other than WPP for providing the protections
afforded to customers of both Merrill Lynch and Goldman Sachs or for providing
advice in relation to the Offer.
US persons who are shareholders of Tempus should note that the Offer is made
for the securities of a non-US company. The Offer is subject to disclosure
requirements that are different from those of the United States. Financial
statements included or referred to in the Offer Document, if any, have been
prepared in accordance with non-US accounting standards that may not be
comparable to the financial statements of US companies.
US shareholders of Tempus should also note that it may be difficult for them
to enforce their rights and any claim they may have arising under the US
federal securities laws, since WPP is located in a non-US country, and some or
all of its officers and directors may be residents of a non-US country. Such
shareholders may not be able to sue WPP or its officers and directors in a
non-US court for violations of US securities laws. It may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.
Tempus Shareholders should be aware that WPP may purchase Tempus Shares
otherwise than under the Offer, such as in the open market or privately
negotiated purchases.
This press announcement contains certain 'forward-looking statements' within
the meaning of Section 21E of the US Securities Exchange Act of 1934 and the
US Private Securities Litigation Reform Act of 1995. Forward-looking
statements relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. These forward-looking statements
reflect WPP's current views about future events and are subject to risks,
uncertainties, assumptions and changes in circumstances that may cause WPP's
actual results to differ significantly from those expressed in any
forward-looking statement. Certain factors that could cause actual results to
differ materially from expected results include delays in completing the
Offer, difficulties in integrating the Tempus Group into WPP's operations, and
changes in global economic, business, competitive market and regulatory
factors. For more information regarding risk factors relevant to WPP, please
see WPP filings with the US Securities and Exchange Commission, including its
most recent annual report on Form 20-F. WPP does not intend, and disclaims any
duty or obligation to update or revise any industry information or
forward-looking statements set forth in this press announcement to reflect new
information, future events or otherwise.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which will be made by Merrill Lynch and Goldman Sachs on behalf of
WPP, will comply with the rules and regulations of the Financial Services
Authority and the London Stock Exchange and the City Code on Takeovers and
Mergers.
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 p.m. on the first
closing date of the Offer (or such later time(s) and/or date
(s) as WPP may, with the consent of the Panel or in accordance
with the Code, decide) in respect of not less than 90 per
cent. (or such lower percentage as WPP may decide) in nominal
value of the Tempus Shares to which the Offer relates,
provided that this condition shall not be satisfied unless WPP
and/or any of its wholly-owned subsidiaries shall have
acquired or agreed to acquire, whether pursuant to the Offer
or otherwise, shares in Tempus carrying in aggregate more than
50 per cent. of the voting rights then normally exercisable at
general meetings of Tempus. For the purposes of this
condition:
(i) shares which have been unconditionally
allotted but not issued before the Offer becomes or is
declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall
be deemed to carry the voting rights they will carry
on being entered into the register of members of
Tempus; and
(ii) the expression 'Tempus Shares to which the
Offer relates' shall be construed in accordance with
sections 428 to 430F of the Companies Act 1985, as
amended;
(b) (i) insofar as the Offer constitutes a
concentration with a Community dimension within the scope of
Council Regulation (EEC) 4064/89 (as amended) (the
'Regulation'):
(A) the European Commission issuing a
decision, in terms satisfactory to WPP, that
it will not initiate proceedings under Article
6(l)(c) of the Regulation in respect of the
proposed acquisition of Tempus by WPP or any
matter arising therefrom;
(B) in the event that a request under
Article 9(2) of the Regulation has been made
by a European Union or EFTA state, the
European Commission indicating, in terms
satisfactory to WPP, that it does not intend
to refer the proposed acquisition of Tempus by
WPP or any aspect of such proposed
acquisition, to a competent authority of a
European Union or EFTA state in accordance
with Article 9(3) of the Regulation; and
(C) no indication having been made that a
European Union or EFTA state may take
appropriate measures to protect legitimate
interests pursuant to Article 21(3) of the
Regulation in relation to the proposed
acquisition of Tempus by WPP or any aspect of
such acquisition;
i. all filings (if required) having been made and all or
any appropriate waiting periods under the United
States Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the regulations thereunder having expired,
lapsed or been terminated as appropriate in each case
in respect of the Offer and the proposed acquisition
of any Tempus Shares or control of Tempus by WPP or
any member of the WPP Group;
(c) there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any
member of the wider Tempus Group is a party and which is
material to the Tempus Group as a whole or by or to which any
such member or any of its assets may be bound, entitled or
subject, which in consequence of the Offer or the proposed
acquisition of any shares or other securities in Tempus or
because of a change in the control or management of Tempus or
otherwise, could or might result in:
(i) any moneys borrowed by or any other
indebtedness (actual or contingent) of, or grant
available to any such member, being or becoming
repayable or capable of being declared repayable
immediately or earlier than their or its stated
maturity date or repayment date or the ability of any
such member to borrow moneys or incur any indebtedness
being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence,
permit or instrument or the rights, liabilities,
obligations or interests of any such member thereunder
being terminated or modified or affected or any
obligation or liability arising or any action being
taken thereunder;
(iii) any assets or interests of any such member
being or falling to be disposed of or charged or any
right arising under which any such asset or interest
could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage,
charge or other security interest over the whole or
any part of the business, property or assets of any
such member;
(v) the rights, liabilities, obligations or
interests of any such member in, or the business of
any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such
interest or business) being terminated, adversely
modified or affected;
(vi) the value of any such member or its financial
or trading position or prospects being materially
prejudiced or materially adversely affected;
(vii) any such member ceasing to be able to carry
on business under any name under which it presently
does so; or
(viii) the creation of any liability, actual or
contingent, by any such member which is material to
the Tempus Group as a whole;
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the wider Tempus Group is a party or by or
to which any such member or any of its assets may be bound,
entitled or subject, could result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to
(viii) of this paragraph (c);
(d) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association,
institution or any other body or person whatsoever in any
jurisdiction (each a 'Third Party') having decided to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or
proposed any statute, regulation, decision or order, or having
taken any other steps which would or might reasonably be
expected to:
i. require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the wider
WPP Group or any member of the wider Tempus Group of all or any
portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) or to own any of
their respective assets or properties or any part thereof;
ii. require, prevent or delay the divestiture by any member of the
wider WPP Group of any shares or other securities in Tempus;
iii. impose any limitation on, or result in a delay in, the ability of
any member of the wider WPP Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in any
member of the wider Tempus Group or the wider WPP Group or to
exercise management control over any such member;
iv. otherwise adversely affect the business, assets, profits or
prospects of any member of the wider WPP Group or of any member of
the wider Tempus Group;
v. make the Offer or its implementation or the acquisition or proposed
acquisition by WPP or any member of the wider WPP Group of any
shares or other securities in, or control of, Tempus void, illegal
and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit,
delay or otherwise materially interfere with the same, or impose
additional conditions or obligations with respect thereto, or
otherwise challenge or interfere therewith;
vi. require any member of the wider WPP Group or the wider Tempus
Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the wider Tempus Group or
the wider WPP Group owned by any third party;
vii. impose any limitation on the ability of any member of the wider
Tempus Group to co-ordinate its business, or any part of it, with
the businesses of any other members; or
viii. result in any member of the wider Tempus Group ceasing to be
able to carry on business under any name under which it presently
does so; and
all applicable waiting and other time periods during which any
such Third Party could institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference
or any other step under the laws of any jurisdiction in
respect of the Offer or the acquisition or proposed
acquisition of any Tempus Shares having expired, lapsed or
been terminated;
(e) all necessary filings or applications having been made
in connection with the Offer and all statutory or regulatory
obligations in any jurisdiction having been complied with in
connection with the Offer or the acquisition by any member of
the wider WPP Group of any shares or other securities in, or
control of, Tempus and all material authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals for the proposed
acquisition of any shares or other securities in, or control
of, Tempus by any member of the wider WPP Group having been
obtained in terms and in a form reasonably satisfactory to WPP
from all appropriate Third Parties or persons with whom any
member of the wider Tempus Group has entered into contractual
arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals together with all
material authorisations orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals
necessary or appropriate to carry on the business of any
member of the wider Tempus Group remaining in full force and
effect and all filings necessary for such purpose have been
made and there being no notice or intimation of any intention
to revoke or not to renew any of the same at the time at which
the Offer becomes otherwise unconditional and all necessary
statutory or regulatory obligations in any jurisdiction having
been complied with;
(f) except as publicly announced by Tempus prior to 20
August 2001 no member of the wider Tempus Group having, since
31 December 2000:
(i) save as between Tempus and wholly-owned
subsidiaries of Tempus or for Tempus Shares issued
pursuant to the exercise of options granted under the
Tempus share option schemes, issued, agreed to issue,
authorised or proposed the issue of additional shares
of any class;
(ii) save as between Tempus and wholly-owned
subsidiaries of Tempus or for the grant of options
under the Tempus share option schemes, issued or
agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or
rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;
(iii) other than to another member of the Tempus
Group, recommended, declared, paid or made or proposed
to recommend, declare, pay or make any bonus, dividend
or other distribution whether payable in cash or
otherwise;
(iv) save for intra-Tempus Group transactions,
merged or demerged with any body corporate or acquired
or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any
right, title or interest in any asset (including
shares and trade investments) or authorised or
proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer,
mortgage, charge or security interest in each case
(other than in the ordinary course of business); and
(v) save for intra-Tempus Group transactions, made
or authorised or proposed or announced an intention to
propose any change in its loan capital;
(vi) issued, authorised or proposed the issue of
any debentures or (save for intra-Tempus Group
transactions ) save in the ordinary course of business
incurred or increased any indebtedness or become
subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced
any proposal to purchase, redeem or repay any of its
own shares or other securities or reduced or, save in
respect to the matters mentioned in subparagraph (i)
above, made any other change to any part of its share
capital;
(viii) implemented, or authorised, proposed or
announced its intention to implement, any
reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the
ordinary course of business or entered into or changed
the terms of any contract with any director or senior
executive;
(ix) entered into or varied or authorised,
proposed or announced its intention to enter into or
vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which
is of a long term, onerous or unusual nature or
magnitude or which is or could be materially
restrictive on the businesses of any member of the
wider Tempus Group or the wider WPP Group or which
involves or could involve an obligation of such a
nature or magnitude or which is other than in the
ordinary course of business;
(x) (other than in respect of a member which is
dormant and was solvent at the relevant time) taken
any corporate action or had any legal proceedings
started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator,
trustee or similar officer of all or any of its assets
or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or
arrangement which would be restrictive on the business
of any member of the wider Tempus Group or the wider
WPP Group other than to a nature and extent which is
normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise
than in the ordinary course of business; or
(xiii) entered into any contract, commitment,
arrangement or agreement otherwise than in the
ordinary course of business or passed any resolution
or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or
events referred to in this condition; and,
for the purposes of paragraphs (iii), (iv), (v) and (vi) of
this condition, the term 'Tempus Group' shall mean Tempus and
its wholly owned subsidiaries;
(g) since 31 December 2000 and save as disclosed in the
accounts for the year then ended and save as publicly
announced in accordance with the Listing Rules by Tempus prior
to 20 August 2001 and save as disclosed in this announcement
or as otherwise fairly disclosed in writing to WPP prior to
that date by Tempus:
(i) no material adverse change or deterioration
having occurred in the business, assets, financial or
trading position or profits or prospects of any member
of the wider Tempus Group;
(ii) no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any
member of the wider Tempus Group is or may become a
party (whether as a plaintiff, defendant or otherwise)
and no investigation by any Third Party against or in
respect of any member of the wider Tempus Group having
been instituted announced or threatened by or against
or remaining outstanding in respect of any member of
the wider Tempus Group which in any such case might be
expected to materially adversely affect the Tempus
Group as a whole;
(iii) no contingent or other liability having
arisen or become apparent to WPP which would be likely
to materially adversely affect the Tempus Group as a
whole; and
(iv) no steps having been taken which are likely
to result in the withdrawal, cancellation, termination
or modification of any licence held by any member of
the wider Tempus Group which is necessary for the
proper carrying on of its business;
(h) save as publicly announced in accordance with the
Listing Rules by Tempus prior to 20 August 2001 or as
otherwise fairly disclosed in writing to WPP prior to that
date by Tempus, WPP not having discovered:
(i) that any financial, business or other
information concerning the wider Tempus Group as
contained in the information publicly disclosed at any
time by or on behalf of any member of the wider Tempus
Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact
necessary to make that information not misleading;
(ii) that any member of the wider Tempus Group is
subject to any liability (contingent or otherwise)
which is not disclosed in the annual report and
accounts of Tempus for the year ended 31 December
2000; or
(iii) any information which materially adversely
affects the import of any information disclosed at any
time by or on behalf of any member of the wider Tempus
Group.
For the purposes of these conditions the 'wider Tempus Group' means
Tempus and its subsidiary undertakings, associated undertakings and
any other undertaking in which Tempus and/or such undertakings
(aggregating their interests) have a significant interest and the
'wider WPP Group' means WPP and its subsidiary undertakings,
associated undertakings and any other undertaking in which WPP and/or
such undertakings (aggregating their interests) have a significant
interest and for these purposes 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the meanings given by the
Companies Act 1985, other than paragraph 20(l)(b) of Schedule 4A to
that Act which shall be excluded for this purpose, and 'significant
interest' means a direct or indirect interest in ten per cent. or more
of the equity share capital (as defined in that Act).
WPP reserves the right to waive, in whole or in part, all or any of
the above conditions, except condition (a).
Conditions (b) to (h) (inclusive) must be fulfilled or waived by
midnight on the 21st day after the later of the first closing date of
the Offer and the date on which condition (a) is fulfilled (or in each
such case such later date as WPP may, with the consent of the Panel,
decide). WPP shall be under no obligation to waive or treat as
satisfied any of the conditions (b) to (h) (inclusive) by a date
earlier than the latest date specified above for the satisfaction
thereof, notwithstanding that the other conditions of the Offer may at
such earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
If WPP is required by the Panel to make an Offer for Tempus Shares
under the provisions of Rule 9 of the Code, WPP may make such
alterations to any of the above conditions, including condition (a) as
are necessary to comply with the provisions of that Rule.
The Offer will lapse if the European Commission decides to initiate
proceedings under Article 6(l)(c) of Council Regulation (EEC) 4064/89
before 3.00 p.m. on the first closing date of the Offer or the date on
which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.
The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts.
Part B: Certain further terms of the Offer
The Tempus Shares will be acquired by WPP fully paid and free from all
liens, equities, charges, encumbrances, rights of pre-emption and
other third party rights or interests of any nature whatsoever and
together with all rights, now or hereafter, attaching thereto,
including the right to receive and retain in full all dividends and
other distributions declared, made or paid on or after the date of
this announcement.
The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in this Appendix and those terms which
will be set out in the formal Offer Document and Form of Acceptance
and such further terms as may be required to comply with the Listing
Rules of the London Stock Exchange and the provisions of the Code. The
Offer and any acceptances thereunder will be governed by the laws of
England.
The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United
Kingdom should inform themselves about, and observe, any applicable
requirements.
The Offer will not be made, directly or indirectly, in or into
Australia, Canada or Japan. Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise distributed or
sent in or into or from Australia, Canada or Japan and doing so may
render invalid any purported acceptance of the Offer.
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