GfK, TNS Scrap 'Merger of Equals' in Anti-Sorrell Defence Move

10 July 2008

LONDON: Within hours of WPP Group's hostile bid for Taylor Nelson Sofres yesterday (Wednesday),  the latter and its preferred partner GfK Verein of Germany scrapped their so-called 'merger of equals' to set in motion a straight takeover of TNS by GfK.

The latter confirmed it is negotiating with an undisclosed financial source to mount an all-cash offer for TNS. But a GfK statement stressed the talks are "at an early stage" and reserved the right to make a mixed (cash and stock) offer dependent on discussions with the financial partner.

Meantime TNS cancelled its planned extraordinary meeting, scheduled for July 18, at which shareholders would have voted on the GfK deal. Instead it urged them to reject yesterday's WPP bid because it "substantially undervalues TNS."

WPP ceo Sir Martin Sorrell also issued a statement claiming his marketing services conglomerate "reluctantly" decided to take its case directly to TNS shareholders.

"Despite repeated efforts over more than three months to engage with TNS management, we have been unable to enter into any discussions that could lead to an agreement," read the statement.

"Although our offer may be characterized by some as a 'hostile bid,' we believe that it is in no way hostile to TNS share owners nor to TNS' clients and people.

"In fact, WPP believes it is more committed to maintaining the TNS brand than GfK. The offer from WPP is a superior alternative to what is, in effect, a 'nil-premium' reverse takeover of TNS by GfK and a 'merger of unequals.'

"We remain willing, at the shortest of notice, to meet with the board of TNS."

Data sourced from AdWeek (USA); additional content by WARC staff