24/7 Real Media (NASDAQ:TFSM)
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24/7 Real Media, Inc. (NASDAQ: TFSM):
Highlights:
WPP Group and 24/7 Real Media, Inc. signed a definitive agreement on
May 17, 2007 under which WPP agreed to acquire 100% of the shares of
24/7 Real Media through a friendly cash tender offer;
WPP Group will pay 24/7 Real Media, Inc. shareholders $11.75 for each
24/7 Real Media share, in a transaction valued at approximately $649
million, net of cash acquired;
The offer price represents a premium of 30% over the average closing
price of 24/7 Real Media’s shares for the
last sixty (60) trading days;
The transaction has received the unanimous approval of the Boards of
Directors of the two companies;
The 24/7 Real Media Board of Directors unanimously recommends that its
shareholders accept the WPP Group tender offer.
24/7 Real Media, Inc. (NASDAQ: TFSM), a leading global digital marketing
company, today announced that it has signed a definitive agreement to be
acquired by WPP Group plc (“WPP”),
one of the world’s largest communications
services groups, in an all-cash transaction valued at approximately $649
million, net of cash acquired. The transaction has been unanimously
approved by the respective Boards of Directors of 24/7 Real Media and
WPP and is expected to be completed in the third quarter of 2007.
Under the terms of the agreement WPP will commence a cash tender offer
for all 24/7 Real Media shares for $11.75 per share. The offer price
represents a 30% premium over the average closing price of 24/7 Real
Media’s shares for the last sixty (60) trading
days.
“This deal provides a great value to all 24/7
Real Media shareholders,” said David J. Moore,
chairman and chief executive officer of 24/7 Real Media, Inc. “Additionally,
the transaction further validates the importance of emerging, digital
media to the global advertising market and 24/7 Real Media’s
role in strengthening the role of digital media among WPP companies.”
The acquisition of 24/7 Real Media by WPP will create a powerful
combination of technology and services that will provide significant
added-value for clients of 24/7 Real Media and WPP companies.
Advertisers will gain access to emerging technologies designed to more
effectively segment, target, and reach customers through digital media
such as search marketing and display advertising. Publishers will
benefit from expansive relationships with the world’s
largest advertisers and an acceleration of sophisticated ad management
tools.
Commenting on the announcement, Sir Martin Sorrell, CEO, WPP, said: "Our
clients and therefore our industry are becoming more technology driven.
24/7 Real Media significantly enhances our capabilities, technological
resources and talent, as well as adding to our geographic coverage and
our measurable skills."
"The digital marketplace is developing very rapidly. 24/7 Real Media
brings to WPP very strong capabilities and technological skills in
digital media and marketing,” said Mark Read,
Strategy Director, WPP and CEO of WPP Digital. “We
are looking forward to working with the team at 24/7 Real Media to bring
their relationships, skills and technologies to our operating companies
and people for the benefit of our clients. As all media go digital, the
combination of technology with client relationships and media and
marketing expertise will become even more critical in delivering the
best solutions to our clients."
The tender offer is subject to certain conditions, including the tender
of at least a majority of the fully diluted shares of 24/7 Real Media,
Inc., clearance under the Hart-Scott-Rodino Act and approval by certain
foreign antitrust regulatory authorities.
Lehman Brothers Inc. and Piper Jaffray & Co. are serving as financial
advisors and Proskauer Rose LLP is acting as legal advisor to 24/7 Real
Media in connection with the transaction.
Members of 24/7 Real Media management will participate in a conference
call hosted by WPP today, May 17, 2007 at 9:30 a.m. Eastern Daylight
Time to discuss the transaction. Dial in details are:
US Dial-in Number +1 210 795 0472
US Dial-in Toll Free +1 877 818 6787
UK Dial-in Number +44 207 019 0812
UK Dial-in Toll Free 0800 018 0795
Please visit WPP’s corporate web site at www.wpp.com
for additional information about this conference call.
About 24/7 Real Media, Inc.
24/7 Real Media, Inc. is a leading global digital marketing company,
empowering advertisers and publishers to engage their target audiences
with greater precision, transparency and ROI. Using its award winning ad
serving, targeting, tracking and analytics platform, powerful search
marketing capabilities and global network of specialized Web sites, the
company has turned the art of reaching audiences across virtually any
digital medium into a measurable science. The company is headquartered
in New York, with 20 offices in 12 countries throughout North America,
Europe and the Asia Pacific region. For more information, please visit www.247realmedia.com.
24/7 Real Media: The Science of Digital Marketing.
24/7 Real Media is a member of the NAI and adheres to the NAI privacy
principles that have been applauded by the FTC. These principles are
designed to help ensure Internet user privacy. For more information
about online data collection associated with ad serving, including
online preference marketing and an opportunity to opt-out of 24/7 Real
Media cookies, go to: www.networkadvertising.org.
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. As of May 16, 2007, WPP had a market capitalisation of
approximately £9.3 billion ($18 billion).
Important Information
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE
SOLICITATION AND THE OFFER TO BUY SHARES OF 24/7 REAL MEDIA’S
COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND
RELATED MATERIALS THAT WPP INTENDS TO FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION. 24/7 REAL MEDIA WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. ONCE
FILED, 24/7 REAL MEDIA STOCKHOLDERS SHOULD READ THESE MATERIALS
CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE OFFER. ONCE FILED, 24/7 REAL MEDIA STOCKHOLDERS WILL
BE ABLE TO OBTAIN THE OFFER TO PURCHASE, THE SOLICITATION/RECOMMENDATION
STATEMENT AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE
AT THE SEC’S WEBSITE AT WWW.SEC.GOV,
FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS, FROM
24/7 REAL MEDIA OR FROM WPP.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about 24/7
Real Media AND WPP. When used in this document, the words “anticipates”,
“may”, “can”,
“believes”, “expects”,
“projects”, “intends”,
“likely”, similar
expressions and any other statements that are not historical facts, in
each case as they relate to 24/7 Real Media and WPP, the management of
either such company or the transaction are intended to identify those
assertions as forward-looking statements. In making any such statements,
the person making them believes that its expectations are based on
reasonable assumptions. However, any such statement may be influenced by
factors that could cause actual outcomes and results to be materially
different from those projected or anticipated. These forward-looking
statements are subject to numerous risks and uncertainties. There are
various important factors that could cause actual results to differ
materially from those in any such forward-looking statements, many of
which are beyond the control of 24/7 Real Media and WPP, including: the
successful consummation of the proposed transaction, the impact of
general economic conditions in regions in which either such company
currently does business, industry conditions, including competition,
fluctuations in exchange rates and currency values, capital expenditure
requirements, legislative or regulatory requirements, changes in the tax
laws, interest rates and access to capital markets. The actual results
or performance by WPP or 24/7 Real Media could differ materially from
those expressed in, or implied by, these forward-looking statements.
Accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur,
or if any of them do so, what impact they will have on the results of
operations or financial condition of WPP or 24/7 Real Media. Neither WPP
nor 24/7 Real Media assumes an obligation to update or revise any such
statements, whether as a result of new information or otherwise.