Updated: TNS Terminates Merger Deal With GfK


NEW YORK Just hours after WPP Group's hostile takeover bid today, market research giant Taylor Nelson Sofres has terminated its merger agreement with German research company GfK so that GfK can pursue a separate bid for the company.

GfK in turn confirmed today that it is negotiating with an undisclosed financial firm to mount an all-cash offer for TNS.

In a statement, GfK said negotiations with the third party are "at an early stage," and reserved the right to make a mixed offer (such as cash and stock) for TNS depending on how talks progress with the prospective financial partner.

TNS also cancelled its planned emergency shareholder meeting, set for July 18, to consider the merger with GfK, and urged shareholders to reject the takeover bid from WPP because it "substantially undervalues TNS."

The responses from TNS and GfK came after WPP took its battle to acquire TNS directly to shareholders with a hostile takeover bid valued at almost $2.2 billion, the holding company confirmed.

WPP's latest offer comes on the day it was required to make a new bid for TNS or exit the process, per last week's ruling by the U.K.'s Takeover Panel.

TNS' board of directors had previously rejected three offers from WPP in favor of a merger with German market research firm GfK, which was announced in April.

In a statement, WPP CEO Martin Sorrell said the company "reluctantly" decided to take its case directly to shareholders.

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