WPP Group Completes Successful Tender Offer for 24/7 Real Media, Inc.
June 28 2007 - 9:12AM
Business Wire
WPP Group plc (NASDAQGS:WPPGY) (LSE:WPP.L) (�WPP�) announced today
the successful completion of its tender offer for all of the
outstanding shares of common stock of 24/7 Real Media, Inc.
(NASDAQ:TFSM) (�24/7 Real Media�) at a price of $11.75 per share in
cash. The offer expired at midnight, New York City time, at the end
of Wednesday, June 27, 2007, at which time a total of 47,687,050
shares of 24/7 Real Media, including 4,050,879 shares tendered
under guaranteed delivery procedures, had been tendered and not
withdrawn, representing approximately 92.6% (including
approximately 7.9% tendered under guaranteed delivery procedures)
of the outstanding 24/7 Real Media common stock. All shares that
were validly tendered and not withdrawn have been accepted for
payment in accordance with the terms of the tender offer. As of
9:00 a.m., New York City time, on June 28, 2007, TS Transaction
Inc. will commence a subsequent offering period for all remaining
shares of 24/7 Real Media common stock that have not yet been
tendered. This subsequent offering period will expire at 5:00 p.m.,
New York City time, on Friday, July 6, 2007, unless extended.
During this subsequent offering period, 24/7 Real Media
stockholders who did not previously tender their shares into the
offer may do so and will promptly receive the same $11.75 per share
cash consideration paid during the initial offering period. The
procedures for tendering shares during the subsequent offering
period are the same as during the initial offering period, except
that (i) the guaranteed delivery procedures may not be used during
the subsequent offering period and (ii) shares tendered during the
subsequent offering period may not be withdrawn. After expiration
of the subsequent offering period, as the same may be extended,
WPP, through its indirect wholly owned subsidiary, TS Transaction,
Inc., intends to acquire all of the remaining outstanding shares of
24/7 Real Media common stock by means of a merger under Delaware
law. The merger will take place as soon as practicable following
the receipt of approval of the merger from the Korea Fair Trade
Commission. That approval is currently expected to be received on
or about July 13, 2007. WPP urges the stockholders of 24/7 Real
Media to tender their shares into the subsequent offering period so
that they may receive payment of the $11.75 per share cash offer
price on an expedited basis rather than waiting for the merger to
close. In the merger, each outstanding share of 24/7 Real Media
common stock (other than restricted shares and shares as to which
the holder has properly exercised appraisal rights) will be
converted into the right to receive $11.75 per share in cash,
without interest. Shares of 24/7 Real Media that are restricted
shares will be converted into an appropriately adjusted number of
restricted ordinary shares or restricted American depositary shares
of WPP, which will be subject to the same contractual restrictions
as the restricted shares from which they were converted. Following
the merger, 24/7 Real Media common stock will no longer be traded
on the Nasdaq. 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)
filed by WPP and TS Transaction with the SEC on May 31, 2007, as
amended. 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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