EC Takes Measure of Proposed WPP-TNS Deal


BRUSSELS, BELGIUM WPP Group must sell its Television Audience Measurement services unit if it wants to go through with a planned $2.2 billion takeover of market research company Taylor Nelson Sofres, the European Commission said Tuesday.

Both WPP -- the world's No. 2 ad agency group -- and TNS are "globally active in the information and communications services sectors," the commission said, making any merger between the two London-based groups an antitrust concern in the European market.

EU Competition Commissioner Neelie Kroes said that WPP's commitments would ensure "customers will not suffer as a result of this merger in terms of reduced choice or higher prices as regards both TV audience measurement."

WPP posted its offer document to TNS shareholders at the start of August, but the bid went hostile after the TNS board rejected four friendly approaches.

So far, WPP's nearly $2.2 billion offer has not gone over well with TNS shareholders, and the holding company has twice extended the deadline for acceptance of its terms.

The current deadline is Sept. 26. The initial WPP deadline expired Aug. 29, when shareholders representing less than 9 percent of the company's stock had agreed to accept to the terms of the proposal. The deadline was then extended to Sept. 12.

In granting the second extension, WPP said that just 11 percent of the TNS shares have been tendered.

The low acceptance rate so far suggests that most shareholders still believe there is a chance WPP might sweeten its offer. But the holding company stressed in its extension notice that terms remain the same -- a mix of cash and newly issued WPP stock valued at just under $5 per TNS share.

TNS has continued to urge shareholders to reject the current offer as too low. The company also said TNS CEO Donald Brydon met with WPP chief executive Martin Sorrell on Sept. 9 to discuss the possibility of a sweetened bid, but that Sorrell rejected the idea.