24/7 Real Media Announces Agreement to Be Acquired by WPP
17 May 2007 - 9:53PM
Business Wire
24/7 Real Media, Inc. (NASDAQ: TFSM): Highlights: WPP Group and
24/7 Real Media, Inc. signed a definitive agreement on May 17, 2007
under which WPP agreed to acquire 100% of the shares of 24/7 Real
Media through a friendly cash tender offer; WPP Group will pay 24/7
Real Media, Inc. shareholders $11.75 for each 24/7 Real Media
share, in a transaction valued at approximately $649 million, net
of cash acquired; The offer price represents a premium of 30% over
the average closing price of 24/7 Real Media�s shares for the last
sixty (60) trading days; The transaction has received the unanimous
approval of the Boards of Directors of the two companies; The 24/7
Real Media Board of Directors unanimously recommends that its
shareholders accept the WPP Group tender offer. 24/7 Real Media,
Inc. (NASDAQ: TFSM), a leading global digital marketing company,
today announced that it has signed a definitive agreement to be
acquired by WPP Group plc (�WPP�), one of the world�s largest
communications services groups, in an all-cash transaction valued
at approximately $649 million, net of cash acquired. The
transaction has been unanimously approved by the respective Boards
of Directors of 24/7 Real Media and WPP and is expected to be
completed in the third quarter of 2007. Under the terms of the
agreement WPP will commence a cash tender offer for all 24/7 Real
Media shares for $11.75 per share. The offer price represents a 30%
premium over the average closing price of 24/7 Real Media�s shares
for the last sixty (60) trading days. �This deal provides a great
value to all 24/7 Real Media shareholders,� said David J. Moore,
chairman and chief executive officer of 24/7 Real Media, Inc.
�Additionally, the transaction further validates the importance of
emerging, digital media to the global advertising market and 24/7
Real Media�s role in strengthening the role of digital media among
WPP companies.� The acquisition of 24/7 Real Media by WPP will
create a powerful combination of technology and services that will
provide significant added-value for clients of 24/7 Real Media and
WPP companies. Advertisers will gain access to emerging
technologies designed to more effectively segment, target, and
reach customers through digital media such as search marketing and
display advertising. Publishers will benefit from expansive
relationships with the world�s largest advertisers and an
acceleration of sophisticated ad management tools. Commenting on
the announcement, Sir Martin Sorrell, CEO, WPP, said: "Our clients
and therefore our industry are becoming more technology driven.
24/7 Real Media significantly enhances our capabilities,
technological resources and talent, as well as adding to our
geographic coverage and our measurable skills." "The digital
marketplace is developing very rapidly. 24/7 Real Media brings to
WPP very strong capabilities and technological skills in digital
media and marketing,� said Mark Read, Strategy Director, WPP and
CEO of WPP Digital. �We are looking forward to working with the
team at 24/7 Real Media to bring their relationships, skills and
technologies to our operating companies and people for the benefit
of our clients. As all media go digital, the combination of
technology with client relationships and media and marketing
expertise will become even more critical in delivering the best
solutions to our clients." The tender offer is subject to certain
conditions, including the tender of at least a majority of the
fully diluted shares of 24/7 Real Media, Inc., clearance under the
Hart-Scott-Rodino Act and approval by certain foreign antitrust
regulatory authorities. Lehman Brothers Inc. and Piper Jaffray
& Co. are serving as financial advisors and Proskauer Rose LLP
is acting as legal advisor to 24/7 Real Media in connection with
the transaction. Members of 24/7 Real Media management will
participate in a conference call hosted by WPP today, May 17, 2007
at 9:30 a.m. Eastern Daylight Time to discuss the transaction. Dial
in details are: US Dial-in Number +1 210 795 0472 US Dial-in Toll
Free +1 877 818 6787 UK Dial-in Number +44 207 019 0812 UK Dial-in
Toll Free 0800 018 0795 Please visit WPP�s corporate web site at
www.wpp.com for additional information about this conference call.
About 24/7 Real Media, Inc. 24/7 Real Media, Inc. is a leading
global digital marketing company, empowering advertisers and
publishers to engage their target audiences with greater precision,
transparency and ROI. Using its award winning ad serving,
targeting, tracking and analytics platform, powerful search
marketing capabilities and global network of specialized Web sites,
the company has turned the art of reaching audiences across
virtually any digital medium into a measurable science. The company
is headquartered in New York, with 20 offices in 12 countries
throughout North America, Europe and the Asia Pacific region. For
more information, please visit www.247realmedia.com. 24/7 Real
Media: The Science of Digital Marketing. 24/7 Real Media is a
member of the NAI and adheres to the NAI privacy principles that
have been applauded by the FTC. These principles are designed to
help ensure Internet user privacy. For more information about
online data collection associated with ad serving, including online
preference marketing and an opportunity to opt-out of 24/7 Real
Media cookies, go to: www.networkadvertising.org. About WPP WPP is
one of the world's leading communications services groups. Through
its operating companies it provides a comprehensive range of
communications services. These services include: advertising; media
investment management; information, insight and consultancy; public
relations and public affairs; branding and identity, healthcare and
specialist communications. The Company employs approximately
100,000 people (including associates) in 2,000 offices in 106
countries, providing communications services to more than 300 of
the companies that comprise the Fortune 500, over one half of the
companies that comprise the NASDAQ 100 and more than 30 of the
companies that comprise the Fortune e-50. As of May 16, 2007, WPP
had a market capitalisation of approximately �9.3 billion ($18
billion). Important Information THIS DOCUMENT IS FOR INFORMATIONAL
PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN
OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY
SHARES OF 24/7 REAL MEDIA�S COMMON STOCK WILL ONLY BE MADE PURSUANT
TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT WPP INTENDS TO
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. 24/7 REAL MEDIA
WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO
THE OFFER. ONCE FILED, 24/7 REAL MEDIA STOCKHOLDERS SHOULD READ
THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, 24/7
REAL MEDIA STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO
PURCHASE, THE SOLICITATION/RECOMMENDATION STATEMENT AND RELATED
MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE AT THE SEC�S
WEBSITE AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE
TENDER OFFER MATERIALS, FROM 24/7 REAL MEDIA OR FROM WPP.
Cautionary Statement Regarding Forward-Looking Statements This
document contains certain forward-looking statements about 24/7
Real Media AND WPP. When used in this document, the words
�anticipates�, �may�, �can�, �believes�, �expects�, �projects�,
�intends�, �likely�, similar expressions and any other statements
that are not historical facts, in each case as they relate to 24/7
Real Media and WPP, the management of either such company or the
transaction are intended to identify those assertions as
forward-looking statements. In making any such statements, the
person making them believes that its expectations are based on
reasonable assumptions. However, any such statement may be
influenced by factors that could cause actual outcomes and results
to be materially different from those projected or anticipated.
These forward-looking statements are subject to numerous risks and
uncertainties. There are various important factors that could cause
actual results to differ materially from those in any such
forward-looking statements, many of which are beyond the control of
24/7 Real Media and WPP, including: the successful consummation of
the proposed transaction, the impact of general economic conditions
in regions in which either such company currently does business,
industry conditions, including competition, fluctuations in
exchange rates and currency values, capital expenditure
requirements, legislative or regulatory requirements, changes in
the tax laws, interest rates and access to capital markets. The
actual results or performance by WPP or 24/7 Real Media could
differ materially from those expressed in, or implied by, these
forward-looking statements. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
condition of WPP or 24/7 Real Media. Neither WPP nor 24/7 Real
Media assumes an obligation to update or revise any such
statements, whether as a result of new information or otherwise.
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