24/7 Real Media (NASDAQ:TFSM)
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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.