WPP´s Offer for TNS

1 August, 2008


Posting of offer documentation

Further to the announcement made on 9 July 2008, WPP announces that the Offer Document containing the formal Offer for the entire issued, and to be issued, share capital of TNS is being posted today, together with the Form of Acceptance and Election and (other than to certain overseas share owners) a Prospectus Equivalent Document.

As previously announced, the Offer is being made on the following basis:

For each TNS Share                     173 pence in cash and 0.1889 of a New WPP Share

Based on a Closing Price of 483 pence per WPP Share on 30 July 2008 (being the latest practicable date prior to the posting of the Offer Document), the Offer values each TNS Share at 264.2 pence and the entire issued and to be issued share capital of TNS at approximately £1,158 million.

The Offer represents a premium of:

• 55 per cent. over the Closing Price of 171 pence per TNS Share on 28 April 2008, being the last Business Day prior to the announcement by TNS of a potential merger with GfK; and

• 23 per cent. over the Closing Price of 215 pence per TNS Share on 2 May 2008, being the last Business Day prior to the announcement by TNS that it had received a proposal from WPP,

in each case based on the Closing Price of 483 pence per WPP Share on 30 July 2008.

Acceptances of the Offer should be received not later than 3.00 pm (London time) on 29 August 2008, in accordance with the procedure for acceptance set out in the Offer Document.

Current trading and prospects

Following the trading update for the first five months of 2008 given at WPP’s annual general meeting held on 24 June 2008, the Offer Document being posted today includes the following statement:

“Since 1 June 2008, trading remains in line with the Board of WPP’s current expectations for the year ending 31 December 2008. WPP’s next trading update will be on 22 August 2008 when it announces its interim trading results for the six months to 30 June 2008.”

If the Offer becomes wholly unconditional, WPP’s objective would be to return to its current gearing level by the third full year following completion. WPP also wishes to maintain its current credit ratings. As a result, the Board of WPP therefore expects that, following the acquisition of TNS, its target level for share buybacks would be around 1 per cent of its share capital per annum and its target for dividend growth would be around 15 per cent per annum. This is, of course, always subject to further review by the Board.*

Availability of documents

Further copies of the Offer Document and the Form of Acceptance and Election may be obtained by contacting the Receiving Agent, Computershare Investor Services PLC, on +44 870 707 1367. The Prospectus Equivalent Document has been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority’s Document Viewing Facility, which is situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS

Capitalised terms used in this announcement have the same meaning as defined in the Offer Document.

Enquiries:

BUCHANAN COMMUNICATIONS +44 20 7466 5000
Richard Oldworth

MERRILL LYNCH INTERNATIONAL +44 20 7628 1000
Richard Taylor
Mark Astaire (Corporate Broking)

PERELLA WEINBERG PARTNERS UK LLP +44 20 7268 2800
Philip Yates
Graham Davidson

GOLDMAN SACHS INTERNATIONAL
James Del Favero +1 212 902 1000
Simon Dingemans +44 20 7774 1000

Merrill Lynch International, Perella Weinberg Partners UK LLP and Goldman Sachs International are acting exclusively for WPP in connection with the Offer and no one else and will not be responsible to anyone other than WPP for providing the protections afforded to clients of Merrill Lynch International, Perella Weinberg Partners UK LLP or Goldman Sachs International, respectively, nor for providing advice in connection with the Offer or any matter referred to in this announcement.

Acrobat Document wpp_offer_for_tns_aug08_guid76cb13154dcf4f05a558ee.pdf


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