Panel Sets Deadline for WPP, TNS

NEW YORK The U.K.’s Takeover Panel ruled today that London-based agency holding company WPP Group has until July 9 to make a firm offer for market research group Taylor Nelson Sofres (TNS) or announce that no offer is forthcoming.

The ruling came almost two months after WPP made two offers for TNS, both combinations of cash and stock, after TNS and German research firm GfK announced plans to merge. Both the WPP bids were rejected as too low by TNS management.

For the last two months, WPP CEO Martin Sorrell has been quoted frequently criticizing the TNS-GfK proposed merger, and demanding confidential corporate information from TNS upon which to base a potentially sweetened offer of its own bid. TNS has complied with some information, although WPP has said it wants more. 

TNS chairman Donald Brydon issued a statement welcoming the Takeover Panel’s ruling and indicating that the research company remains committed to completing the merger with GfK. TNS has scheduled a July 18 shareholder meeting to vote on the merger with GfK

“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,” Brydon said. “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. The board of TNS remains focused on delivering the GfK-TNS merger, which it believes is the most compelling proposal to deliver value to the shareholders of TNS and GfK and in the development of market research. TNS’ shareholders deserve an end to this extensive period of uncertainty and therefore we welcome the Panel’s decision today.”

A WPP rep did immediately respond to a request for comment.

WPP has told analysts it wants to shift the weight of its portfolio so that quantitative research-oriented businesses account for half of all company revenue. Such firms currently account for about one-third of the holding company’s revenue. A TNS acquisition would push that figure to 43 percent.