WPP Gets EU OK on TNS Bid

But Market-Research Co.'s Shareholders Must First Approve $2 Billion Deal

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LONDON (AdAge.com) -- WPP Group has won conditional approval from the European Union for its proposed $2 billion hostile takeover of research company Taylor Nelson Sofres, but the sale isn't a done deal unless TNS shareholders accept the offer by Friday.

Must sell of two units
The European Commission, the EU's watchdog, approved the deal as long as WPP committed to selling off TNS-owned Television Audience Measurement services in Europe and a TNS market-research business in Ireland.

Neelie Kroes, EU competition commissioner, said in a statement, "I am satisfied that WPP's commitments will ensure that customers will not suffer as a result of this merger in terms of reduced choice or higher prices."

It is still not clear whether the deal will go ahead, however, as the TNS board is holding out for more money.

WPP has set a deadline of 3 p.m. Sept. 26 (10 a.m. New York time) for TNS to accept its offer of cash and stocks for the deal. A previous Sept. 12 deadline was extended, but TNS shareholders must now gamble on whether WPP will extend its deal again if the offer is not taken up on Friday. WPP wants a 90% acceptance level from shareholders.

Hoping for rash of acceptances
About 35% of TNS shares are owned by hedge funds rather than private investors. WPP insiders are hoping for a rash of acceptances before the Friday deadline, following last week's global financial turmoil, and that shareholders will acknowledge that bid speculation is keeping the TNS share price artificially high.

"TNS has been on the market since May and only GfK has had a go," one insider said. WPP is unlikely to increase its offer as it would be effectively bidding against itself. GfK Group, a German market research group, was interested in TNS but was outbid by WPP in July.

TNS and WPP are U.K.-based global businesses.
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