WPP, TNS Deal Could Close by Week's End

Holding Company Likely to Alter Terms of Offer Agreement Needed to Approve Takeover

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LONDON (AdAge.com) -- WPP Group looks like it is closing in on a deal with U.K.-based research group Taylor Nelson Sofres and is hoping that its $2 billion hostile takeover bid can be sealed by the end of this week.

When no agreement was reached by last Friday's deadline, WPP extended the offer to shareholders for another week. WPP yesterday claimed to have the support of 42.7% of TNS shareholders, up from 33.8% last Friday.

The conditional-offer document stipulates that 90% of shareholders must accept WPP's offer, but WPP reserves the right to lower that number, and in theory a deal could go through at 50%.

Last week TNS issued a statement that urged its shareholders to reject the deal, claiming that it undervalues the company and "fails to take into account how well the business is performing and its position as market leader in the fast-growing market information industry."

WPP insiders hope, however, that market turmoil will make shareholders happier to take an offer.

Separately, WPP formally announced plans to move its tax base out of the U.K. and set up an official headquarters in the Republic of Ireland because of the "complexity" of the U.K. tax system.

WPP fears its annual U.K. corporate tax bill, which came to $370 million in 2007, could be increased by tens of millions of dollars due to expected changes in U.K. tax rules that would pull more of its foreign profits into the British tax net. WPP gets about 90% of its revenue from outside Britain.

The move to Ireland, which must be approved by WPP shareholders at a meeting toward the end of October, will create a new parent company called WPP Plc if it succeeds.
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