24/7 Real Media (NASDAQ:TFSM)
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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tendered and not withdrawn, representing approximately 92.6% (including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tendered and not withdrawn have been accepted for payment in accordance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during the subsequent offering period may not be withdrawn.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.