24/7 Real Media (NASDAQ:TFSM)
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WPP Group plc (NASDAQGS:WPPGY; LSE:WPP;
“WPP”) announced
today that, having received the necessary clearances from regulatory
authorities in the United States and Germany relating to the offer, its
wholly-owned subsidiary, TS Transaction, Inc., intends to close and
purchase all shares of common stock of 24/7 Real Media, Inc.
(NASDAQ:TFSM – News; “24/7
Real Media”) validly tendered and not
withdrawn at the expiration of the tender offer which is scheduled to
expire at 12 midnight New York City time at the end of Wednesday, June
27, 2007.
With respect to all shares validly tendered and not withdrawn, WPP
intends to pay the offer price of $11.75 per share, in cash, as soon as
practicable after the close of the offer. There is no financing
condition to the tender offer, which is subject to receipt of at least a
majority of 24/7 Real Media’s outstanding
shares of common stock (calculated on a fully diluted basis in
accordance with the terms of the merger agreement).
The tender offer follows a definitive merger agreement signed on May 17,
2007 among WPP Group, 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.
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.