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Sir Martin Sorrell’s WPP group has persuaded Taylor Nelson Sofres (TNS) to make available some information as it decides whether to return with a higher offer.
TNS said that it had decided to make “certain TNS information that was provided to GfK in the context of the merger” available to WPP after a further request. This is despite the market research group agreeing to a merger with GfK, of Germany, last week.
However, WPP said that it would continue to push for access to more information. The company issued a statement yesterday emphasising that it had not been granted access to TNS’s books. The statement added that WPP believed that “it is in the interests of TNS shareholders for the TNS Board to accept that all the information already provided to GfK should be given equally and promptly to WPP”.
TNS has already rejected two offers from WPP, the world’s second-largest advertising and marketing group. It is understood that TNS is expecting WPP to raise its offer within days.
Previous calls from WPP for access to TNS’s books have been rejected on the ground that the offers were not high enough. TNS had also refused to disclose confidential information to WPP because it is a direct rival.
Sir Martin said last month that he was puzzled that what he called his attempts to engage with TNS management on a friendly basis had been hindered and resisted. TNS has agreed to hand over the information after agreeing confidentiality restrictions as stipulated under Takeover Code rules.
WPP’s most recently made a £996 million indicative offer at 241½p for each share. Its first offer, criticised for being opportunistic, was at 230p a share. TNS’s share price was down 2¾p at 254¼p yesterday.
Analysts expect a higher offer from WPP to be tabled soon, which they believe could reach between 260p and 300p a share. WPP sources refused to comment on their plans.
One leading shareholder told The Times: “Sorrell is going to have to offer a lot more. We would want substantially more – at least 300p per share.”
TNS had been holding discussions with GfK for a number of months before announcing the merger deal. It is understood that GfK is preparing alternative solutions to join forces with TNS in the event that its nil-premium merger is unsuccessful. This could include restructuring the deal to give the British group’s investors a cash sweetener. One industry insider also suggested that private equity groups could join GfK in a joint bid for TNS.
TNS sources said yesterday that the company was committed to the German merger, despite opening its books to WPP. The market researchers have planned to create a company named GfK-TNS, with combined revenues of £1.9 billion. TNS is making a nil-premium offer for GfK shares in a deal that the two said would generate £76 million in annual savings by 2011.
GfK Verein, the largest shareholder in GfK, would be the biggest investor in the merged group, with a shareholding likely to be about 28 per cent.
Courtship dance
April 29
TNS and GfK announce plans to merge and create GfK-TNS
April 30
The Times reveals that WPP is monitoring the situation and considering an
approach
May 4
TNS rejects first approach from WPP
May 13
TNS rejects revised approach from WPP
June 3
TNS and GfK unveil merger details
June 9
TNS opens its books to WPP
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