PANEL REJECTS WPP'S ATTEMPT TO PULL OUT OF TEMPUS DEAL

Company Reports Third-Quarter Revenue Down 6%

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LONDON (AdAgeGlobal.com) -- As widely expected, Britain's Takeover Panel has ruled that WPP Group will not be allowed to invoke an escape clause in its original offer for U.K. media buying group Tempus.

Although WPP, the world's No. 2 advertising group, said it will appeal the ruling, the panel's decision virtually ends WPP's quest to back out of its original offer, which values Tempus at $639 million, by citing a "material adverse change" condition.

The panel will meet next week to hear the appeal.

'New information'
WPP, which launched its petition to exit its bid for Tempus on Oct. 10, had announced Tuesday it had received "new information" that it believed would strengthen its case for withdrawing its offer.

Analysts

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had predicted that backing out of the bid was going to be extremely difficult for WPP, especially as 93% of Tempus shareholders had accepted WPP's offer of 555 pence per share.

The decision coincides with WPP's announcement that third-quarter revenues fell by more than 6% on a like-for-like basis, excluding acquisitions and currency fluctuations. WPP said the results "reflected the impact of Sept. 11," citing reduced revenues of at least $45 million in "the last three weeks of that month alone."

Sept. 11 write-offs?
WPP added that it will be "very difficult" to achieve an operating margin objective of 15% in 2001 unless the "events of September and beyond is excluded as exceptional items as some companies within and outside our sector are doing or planning to do."

WPP's reported revenues were up more than 56% for the first nine months of 2001, mainly reflecting the contribution of Young & Rubicam, other acquisitions and the strength of the dollar, among other factors.

Net new business billings of $600 million were won during the third quarter, making a total of $2 billion for the first nine months.

WPP has continued to lower operating costs. The total number of employess (excluding associates) has fallen almost 6% from 52,980 on Jan. 1 to 49,834 on Sep. 30, although the average headcount is up 1% at 50,727 in the first nine months of 2001 from 50,273 in the same period last year.

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