WPP Group plc Commences Cash Tender Offer for 24/7 Real Media Inc. at $11.75 Per Share
May 31 2007 - 10:37AM
Business Wire
WPP Group plc (NASDAQGS:WPPGY) (LSE:WPP) (�WPP�) is commencing
today, through its wholly-owned subsidiary, TS Transaction Inc., a
cash tender offer for all outstanding shares of 24/7 Real Media,
Inc. (NASDAQ:TFSM) (�24/7 Real Media�) at a price of $11.75 per
share. This tender offer follows a merger agreement signed on May
17, 2007 among WPP, TS Transaction and 24/7 Real Media. The Board
of Directors of 24/7 Real Media has unanimously determined that the
merger agreement and its related transactions, including the tender
offer and the merger, are fair to and in the best interests of 24/7
Real Media and its stockholders, and has recommended that
stockholders tender their shares in the tender offer. WPP will file
today with the Securities and Exchange Commission (�SEC�) a tender
offer statement on Schedule TO that, with the necessary exhibits,
provides the terms of the tender offer. These documents, which will
be available on the WPP website, www.wpp.com/wpp/investor, outline
the procedures for 24/7 Real Media stockholders to tender their
shares and additional details concerning the terms and conditions
of the offer. There is no financing condition to the tender offer.
The tender offer is subject to certain conditions set forth in the
aforementioned documents, including a minimum share tender
condition, the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the expiration or termination of the applicable
waiting period under certain foreign antitrust laws and receipts of
foreign antitrust approvals. The tender offer and related
withdrawal rights to which 24/7 Real Media stockholders may be
entitled will expire at 12:00 midnight, New York City time, at the
end of Wednesday June 27, 2007, unless the tender offer is extended
in accordance with the merger agreement and the applicable rules
and regulations of the SEC. Following the acceptance of payment for
shares in the tender offer and completion of the transactions
contemplated in the merger agreement, 24/7 Real Media will be a
wholly-owned subsidiary of WPP. About 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, insight and consultancy; public relations
and public affairs; branding and identity, healthcare and
specialist communications. The Company employs approximately
100,000 people (including associates) in 2,000 offices in 106
countries, providing communications services to more than 300 of
the companies that comprise the Fortune 500, over one half of the
companies that comprise the NASDAQ 100 and more than 30 of the
companies that comprise the Fortune e-50. Important Information
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any of 24/7
Real Media�s common shares. This tender offer is being made
pursuant to a Tender Offer Statement on Schedule TO (including the
Offer to Purchase, the related Letter of Transmittal and other
tender offer materials) to be filed by WPP and TS Transaction Inc.
with the SEC on May 31, 2007. These documents contain important
information about the tender offer and stockholders of 24/7 Real
Media are urged to read them carefully before making any decision
regarding tendering their shares. The Offer to Purchase, the
related Letter of Transmittal and certain other offer documents as
well as the Solicitation/Recommendation Statement, are available
free of charge on the SEC�s website (www.sec.gov) or from D.F. King
& Co., Inc., the information agent for the tender offer at
(888) 605-1958 (toll free). Citibank N.A. is acting as depositary
for the tender offer. Forward-looking Statement This release
includes statements that are, or may be deemed to be,
�forward-looking� statements. These forward-looking statements can
be identified by the use of forward-looking terminology, including
inter alia the terms �believes�, �plans�, �expects�, �may�, �will�
or �should� or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts and include statements
regarding WPP�s intentions, beliefs or current expectations
concerning, among other things, WPP�s results of operations,
financial condition, liquidity, prospects, growth, strategies, the
outlook for relevant markets and the proposed acquisition of 24/7
Real Media. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and
circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied
by the forward-looking statements. Forward-looking statements may
and often do differ materially from actual results. Any
forward-looking statements in this release reflect WPP�s view with
respect to future events as of the date of this release and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to WPP�s operations, results
of operations, growth strategy and liquidity. Save as required by
relevant law or regulation, WPP undertakes no obligation publicly
to release the results of any revisions to any forward-looking
statements in this release that may occur due to any change in its
expectations or to reflect events or circumstances after the date
of this release. Information in this release should not be relied
upon as a guide to future performance.
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