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It's a $630 million staring contest. On one side, Martin Sorrell is dragging his heels in completing WPP Group's acquisition of Tempus Group as the U.K. Takeover Panel keeps throwing out his attempts to escape the now overpriced deal. On the other side, Tempus Chairman Chris Ingram is refusing to blink first.

Just as Mr. Sorrell made advertising history in 1987 by launching the ad industry's first hostile takeover bid to buy J. Walter Thompson Co., he is now in the middle of the industry's only attempted hostile withdrawal.

It's widely believed WPP's chief executive hopes that if he stalls long enough, Mr. Ingram may have to issue a profit warning and give Mr. Sorrell new ammunition in his relentless battle to prove Tempus has suffered a "material adverse change," considered grounds for scotching the deal.

"Martin's like one of those Energizer bunnies," said one London analyst.

Mr. Ingram is fiercely resisting-so far with great success-Mr. Sorrell's demands for current financial information about Tempus, the parent of international media buying network CIA.

"The target doesn't have a duty to the bidder," said Paul Gadd, an investment-banking partner at U.K. law firm Ashurst Morris Crisp. "He can sit there and say `You [made the] bid. I'm not going to tell you anything."'

Mr. Sorrell wouldn't comment on his plans, but financial and advertising executives are watching with great hilarity as Mr. Sorrell attempts to extricate himself from the . They aren't sure whether he even meant to buy the company or whether he'd simply wanted to drive up the price that a competitor would have to pay.

WPP, parent of JWT, Ogilvy & Mather Worldwide and Young & Rubicam, stalked Tempus for years, building up a 22% stake in the company. That propelled Mr. Ingram, who has said publicly that he would never work for Mr. Sorrell, to seek a white knight in Havas Advertising.

A month after Havas made a friendly offer for Tempus, Mr. Sorrell countered Aug. 20 with a fractionally higher $630 million bid. At the time, it looked like a win-win situation: Either Mr. Sorrell would capture Tempus or he would provoke Havas into a higher bid, giving WPP a big profit on its Tempus shares.

Instead, the Sept. 11 terrorist attacks drove down ad agency stock prices as the advertising recession took hold. Havas quickly let its offer for Tempus lapse, leaving WPP the only bidder. Mr. Ingram then switched tactics and threw his support behind the deal. He urged Tempus shareholders to sell their shares to a dismayed WPP as Mr. Sorrell began muttering about invoking a rarely used escape clause for "material adverse change."

When two possible exits closed-more than 90% of shareholders accepted his offer and the sometimes-obstreperous European Union happily cleared the deal of antitrust problems-he headed for the U.K. Takeover Panel.

Mr. Sorrell soon discovered that the Takeover Panel was more interested in company-specific problems, which Mr. Sorrell apparently couldn't prove, than in industrywide disasters. His submission was rejected, and so was his appeal to the full Takeover Panel. This week, the Takeover Panel is due to explain its decision to both WPP and Tempus. WPP is likely to appeal to the panel's appeal committee. The next step, a judicial review before a court, is considered unlikely.

"I can't see it happening in the real world," said Mr. Gadd, the investment banker. "A judicial review is only held if the panel doe not give a fair hearing. Their answer has to be so bloody wrong that no reasonable tribunal could reach it."

Although Takeover Panel rulings don't have the force of law, Brits are aghast at the idea of flouting one and don't believe Mr. Sorrell will.

"They can do something called `cold shouldering,' " said one executive close to Tempus. "If someone does not act on a recommendation or a ruling by them, they can actually decide not to deal with them for a certain period of time. For a highly acquisitive company, that would be fairly crippling."

Most advertising and financial executives are more amused than concerned at Mr. Sorrell's plight, mainly because although it may gall him to overpay for Tempus, it's not a financially crippling deal and Tempus is a good fit strategically with WPP's Media Edge.

"It's a sideshow," said one analyst. "Tempus will cost 5% of WPP's market cap."

Mr. Ingram, who started Tempus as Chris Ingram Associates in 1977 and owns 16% of the company, has a lot to lose if the deal falls through.

"The reality is if a bid fails, the share price collapses, even in a good market," Mr. Gadd said.

In statements, Mr. Ingram coolly assumes the deal will go through while sidestepping his own plans.

"There is clearly a job to be done, making sure that integration process is effective," said Mr. Ingram through a spokeswoman. "Once the initial job is done, I will be willing to sit down and discuss what future role I may have in the larger group and consider my options."

One U.K. banker advised: "It's a good fit, and Martin should shut up and stop protesting and accept it with good grace."

Maybe Mr. Sorrell wanted Tempus all along.

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