Possible offer for Taylor Nelson Sofres plc (“TNS”)

3 July, 2008


REVISED WPP PROPOSAL

On 2 July 2008 WPP submitted a revised proposal to the Board of TNS consisting of 173 pence in cash and 0.1889 of a WPP share for each TNS share (the “Revised WPP Proposal”).*

WPP believes the Revised WPP Proposal is highly attractive for TNS share owners. Based on a closing price of 460.5 pence per WPP share on 2 July 2008, the Revised WPP Proposal values each TNS share at 260 pence and the entire issued share capital of TNS at approximately £1,078 million. This represents a premium of:

• 52 per cent. over the closing price of 171 pence per TNS share on 28 April 2008, being the day prior to the announcement by TNS of a potential merger with GfK AG (“GfK”);

• 21 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; and

• 16 per cent. over the closing price of 225 pence per TNS share on 2 July 2008, being the last business day prior to this announcement.

WPP has now made several attempts to engage with the Board of TNS, in order to be able to deliver a more attractive proposal for TNS share owners than the proposed ‘nil-premium’ merger with GfK. These attempts have met with continued resistance and, although WPP understands that TNS has provided it with the same information that TNS has provided to GfK-Nürnberg e.V. (“GfK-Verein”), WPP has been denied access to the additional information which TNS has shared with GfK, which has meant that WPP has not been able to operate on equal terms to the potential detriment of TNS share owners.

The making of an offer under the Revised WPP Proposal is subject only to the following pre-conditions: (i) the satisfactory completion of confirmatory due diligence, including access to all information that TNS has provided to GfK in connection with the proposed merger and not already supplied to WPP, which WPP believes would only take a short period to complete as soon as full access is granted; (ii) the unanimous recommendation of the Board of TNS; (iii) each TNS director providing an irrevocable undertaking, in respect of his or her shareholdings, to support the offer; and (iv) final WPP Board approval.*

The Revised WPP Proposal assumes that no further TNS dividends are declared, made or paid (other than the announced final year dividend of 3.9 pence due to be paid by TNS on or about 4 July 2008).*

WPP intends that the cash consideration payable under the Revised WPP Proposal will be funded by a new debt facility which is being arranged with the support of WPP’s relationship banks.

* Please refer to the Important Notice at the end of this announcement

For the full press release please download the PDF

See also: WPP's Possible Offer for TNS

Acrobat Document Possible_Offer_for_TNS_Jul08_guidc243985bfd4443a89.pdf


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