The fight over TNS, the market research group, is to be brought to a head, after The Takeover Panel set a "put up or shut up" deadline for WPP to confirm whether it is to make a third offer for the company by the middle of next week.
TNS, advised by Deutsche Bank and JP Morgan Cazenove, has already rejected two cash and share approaches from the advertising giant – one at 0.1214 WPP shares plus 154p, the second plus 164p. The company is also currently involved in talks over a nil-premium all-share merger with GfK, a German rival. TNS shareholders are to vote on the proposal on 18 July. But the GfK shareholders' acceptance of the deal is less straightforward. Some 57 per cent of group is owned by the GfK Verein, a non-profit organisation which includes Bavarian and Nurnberg state politicians as well as the company's trade union representatives and management.
Confusion over whether the deal can go ahead without the agreement of 75 per cent of the GfK Verein, as reported in the official prospectus on the merger, or whether the group can be overruled, as has been reported in the German press, led WPP to issue a statement yesterday calling for clarity. It also noted that the Verein vote on the issue was moved from tomorrow until 21 July. The advertising group has until 9 July to make a formal offer. Donald Brydon, the chairman of TNS, said: "WPP has had a substantial period of time to consider whether or not it intends to make a proposal that properly reflects the value of TNS on a standalone basis and, in the opinion of the board of TNS, WPP has been provided with more than sufficient information to enable it to value a public company."Reuse content