GfK SE

euro adhoc: GfK AG
Mergers - Acquisitions - Takeovers
MERGER OF EQUALS BETWEEN GFK AND TNS TO CREATE A MAJOR NEW FORCE IN MARKET INFORMATION

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  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
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GfK - TNS Merger

03.06.2008

Ad-hoc announcement:

MERGER OF EQUALS BETWEEN GFK AND TNS TO CREATE A MAJOR NEW FORCE IN MARKET INFORMATION

The management board of GfK AG ("GfK") and the board of directors of Taylor Nelson Sofres plc ("TNS") have agreed on the terms of a merger of equals (the "Merger") to create a new, major market information group, to be named GfK-TNS plc ("GfK-TNS").

GfK and TNS entered into a Merger Agreement setting forth the general agreements between GfK and TNS with respect to the combination of their respective businesses, the structure of the transaction and the future organizational and corporate governance structure of the combined group.

The management board of GfK and the supervisory board of GfK each support the Merger and intend to recommend that the shareholders of GfK accept the offer through which the Merger will be effected. The board of directors of TNS supports the Merger and recommends that the shareholders of TNS vote in favour of the Merger.

GfK-TNS will be created through a merger of equals of GfK and TNS, to be effected by way of a public exchange offer pursuant to sections 29(1) and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs - und Übernahmegesetz) by TNS for GfK, with the consideration being the issue of 11.74 new TNS shares for each GfK share to the shareholders of GfK who accept the offer (the "Offer"), each such share with a nominal value of GBP 0.05 and with full entitlement to any dividends declared or paid by reference to a record date on or after the date of their issuance.

Assuming full acceptance of the Offer by the shareholders of GfK, the shareholders of TNS and the shareholders GfK will each hold approximately 50 per cent. of the share capital of GfK-TNS following completion of the Merger.

GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. ("GfK-Nürnberg e.V."), the largest shareholder in GfK with a shareholding of 56.8 per cent. of the existing issued share capital of GfK, has indicated its support for the Merger by providing an irrevocable undertaking to accept the Offer in respect of its entire shareholding in GfK, subject to the approval of the advisory board of GfK-Nürnberg e.V. and the members of GfK-Nürnberg e.V. and certain other conditions. Following completion of the Merger, GfK-Nürnberg e.V. will be the largest shareholder in GfK-TNS with a shareholding of approximately 28.7 per cent. of GfK-TNS based on currently issued and outstanding shares and assuming full acceptance of the Offer by the shareholders of GfK.

For so long as GfK-Nürnberg e.V. owns or controls at least 15 per cent. of the shares of GfK-TNS, it will have the right to appoint one non-executive director to the board of directors of GfK-TNS and the benefit of certain other protections contained in the articles of association of GfK-TNS and a relationship agreement between GfK-Nürnberg e.V. and TNS. GfK-Nürnberg e.V.´s initial appointee to the board of directors of GfK-TNS will be Professor Dr. Klaus Wübbenhorst, currently Chief Executive of GfK.

GfK-TNS will have its primary listing in London, with trading on the London Stock Exchange´s main market for listed securities, with a secondary listing on the Frankfurt Stock Exchange.

The Merger is currently expected to complete during the last quarter of 2008. The Merger will only be implemented, and the Offer will only be published, if the advisory board of GfK-Nürnberg e.V. and the members of GfK-Nürnberg e.V. approve GfK-Nürnberg e.V.´s irrevocable undertaking to accept the Offer and if approval of the Merger is obtained from the shareholders of TNS. The Merger and the Offer are also subject to certain conditions, including a minimum acceptance level of 75 per cent. of the GfK shares, the non-occurrence of a material adverse change in respect of the businesses of GfK or TNS, certain merger control approvals, and admission of the shares of GfK-TNS to trading on the London Stock Exchange´s main market for listed securities.

GfK-TNS will have operations in 111 countries. It will have its global head office in London, and the German head office in Nürnberg where the combined group will have significant business operations. Further, a central head office function of GfK-TNS will be maintained in Nürnberg.

Following the Merger, the board of directors of GfK-TNS will be chaired by Hajo Riesenbeck. Donald Brydon will become the Senior Independent Director. Executive directors will be Chief Executive David Lowden, Finance Director Christian Weller von Ahlefeld, Petra Heinlein, Dr. Gérard Hermet and Pedro Ros.

Enquiries:

GfK AG Prof. Dr. Klaus Wübbenhorst, Chief Executive Bernhard Wolf, Global Head of Corporate Communications Tel: +49 911 395 0 Tel: +49 911 395 2733 Tel: +49 911 395 2012

Rothschild (Financial Adviser to GfK) Jonathan Paine, Frank Herzog, Adam Greenblatt Tel: +44 20 7280 5000

Hering Schuppener Consulting (Public Relations Adviser to GfK) Alexander Geiser Tel: +49 69 92 18740

end of announcement                               euro adhoc
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Further inquiry note:

Bernhard Wolf
Tel.: +49 (0)911 395 2012
E-Mail: bernhard.wolf@gfk.com

Branche: Consultancy Services
ISIN: DE0005875306
WKN: 587530
Index: SDAX
Börsen: Börse Frankfurt / regulated dealing/prime standard
Original-Content von: GfK SE, übermittelt durch news aktuell

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