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(Aug. 15, 2001) LONDON -- JP Morgan, which is advising Havas Advertising on its $598 million cash offer for U.K.-based Tempus Group, has asked the U.K. Takeover Panel to seek a clarification from WPP Group concerning its intentions toward the media buying and planning specialist.

JP Morgan, on behalf of Havas, telephoned the Takeover Panel today in response to an article that appeared in the Financial Times, according to a source at JP Morgan.

Citing unnamed sources, the article said WPP Group CEO Martin Sorrell had not yet made a final decision on whether to mount a counterbid and speculated on how Tempus' components could fit within WPP's structure. WPP declined to comment on Havas' move with the Takeover Panel. The regulatory body did not return phone calls at press time.

Havas' verbal request to the Takeover Panel, which is not a formal legal complaint, comes ahead of an important Aug. 20 milestone in the process.

Havas, the French holding company for Euro RSCG Worldwide and Arnold Worldwide, announced on July 21 that it had reached agreement with Tempus on the terms of a recommended cash offer, which is supported by both management teams.

According to U.K. takeover rules, if on Aug. 20 (21 days after the offer document was published), Havas controls more than 50% of Tempus' stock, the bid will be unconditional. A majority of Tempus shareholders are unlikely to sell their share to Havas by Monday if they believe WPP is planning a higher bid.

If the deal isn't final on Aug. 20, the next deadline is in 60 days.

Monday is also important in that WPP will present its interim results, and there will be questions from investors about whether a bid is planned.

The offer of $7.60 is a high premium of 50% over Tempus closing share price on July 18.

Tempus Chairman Chris Ingram owns a 16% stake in Tempus and is the largest shareholder. Other Tempus executives hold an additional 9%. Through the years WPP Group has built up a 22% stake in Tempus, giving it the advantage of being able to pay a higher price than Havas for the rest of Tempus' shares and still paying less overall than the French bidder.

Mr. Ingram has consistently said he does not want to sell out to Mr. Sorrell.

Havas Chairman-CEO Alain de Pouzilhac will be under pressure to counter any offer by WPP. Currently, Havas has the weakest of media specialist offering of the world's big communications holding companies. Only recently did it take full control of Spanish-based media specialist Media Planning Group. -- Bill Britt

Copyright August 2001, Crain Communications Inc.

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