Exhibit 1
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FOR IMMEDIATE RELEASE 26 JUNE 2007
WPP GROUP PLC PLANS TO CLOSE $11.75 PER SHARE OFFER TO
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PURCHASE 24/7 REAL MEDIA SHARES AT MIDNIGHT JUNE 27, 2007
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NEW YORK and LONDON, June 26, 2007 -- WPP Group plc (NASDAQGS:WPPGY - News;
LSE:WPP - News; "WPP") announced today that, having received the necessary
clearances from regulatory authorities in the United States and Germany relating
to the offer, its wholly-owned subsidiary, TS Transaction, Inc., intends to
close and purchase all shares of common stock of 24/7 Real Media, Inc.
(NASDAQ:TFSM - News; "24/7 Real Media") validly tendered and not withdrawn at
the expiration of the tender offer which is scheduled to expire at 12 midnight
New York City time at the end of Wednesday, June 27, 2007.
With respect to all shares validly tendered and not withdrawn, WPP intends to
pay the offer price of $11.75 per share, in cash, as soon as practicable after
the close of the offer. There is no financing condition to the tender offer,
which is subject to receipt of at least a majority of 24/7 Real Media's
outstanding shares of common stock (calculated on a fully diluted basis in
accordance with the terms of the merger agreement).
The tender offer follows a definitive merger agreement signed on May 17, 2007
among WPP Group, TS Transaction and 24/7 Real Media.
The Board of Directors of 24/7 Real Media has unanimously determined that the
merger agreement and its related transactions, including the tender offer and
the merger, are fair to and in the best interests of 24/7 Real Media and its
stockholders, and has recommended that stockholders tender their shares in the
tender offer.
About WPP
WPP is one of the world's leading communications services groups. Through its
operating companies it provides a comprehensive range of communications
services. These services include: advertising; media investment management;
information, insight and consultancy; public relations and public affairs;
branding and identity, healthcare and specialist communications. The Company
employs approximately 100,000 people (including associates) in 2,000 offices in
106 countries, providing communications services to more than 300 of the
companies that comprise the Fortune 500, over one half of the companies that
comprise the NASDAQ 100 and more than 30 of the companies that comprise the
Fortune e-50.
Important Information
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any of 24/7 Real Media's common shares.
This tender offer is being made pursuant to a Tender Offer Statement on Schedule
TO (including the Offer to Purchase, the related Letter of Transmittal and other
tender offer
materials) filed by WPP and TS Transaction with the SEC on May 31, 2007, as
amended. These documents contain important information about the tender offer
and stockholders of 24/7 Real Media are urged to read them carefully before
making any decision regarding tendering their shares.
The Offer to Purchase, the related Letter of Transmittal and certain other offer
documents as well as the Solicitation/Recommendation Statement, are available
free of charge on the SEC's website (xxx.xxx.xxx) or from X.X. Xxxx & Co., Inc.,
the information agent for the tender offer at (000) 000-0000 (toll free).
Citibank N.A. is acting as depositary for the tender offer.
Forward-looking Statement
This release includes statements that are, or may be deemed to be,
"forward-looking" statements. These forward-looking statements can be identified
by the use of forward-looking terminology, including inter alia the terms
"believes", "plans", "expects", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology.
These forward-looking statements include matters that are not historical facts
and include statements regarding WPP's intentions, beliefs or current
expectations concerning, among other things, WPP's results of operations,
financial condition, liquidity, prospects, growth, strategies, the outlook for
relevant markets and the proposed acquisition of 24/7 Real Media. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements. Forward-looking statements may and
often do differ materially from actual results. Any forward-looking statements
in this release reflect WPP's view with respect to future events as of the date
of this release and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to WPP's operations, results of
operations, growth strategy and liquidity.
Save as required by relevant law or regulation, WPP undertakes no obligation
publicly to release the results of any revisions to any forward-looking
statements in this release that may occur due to any change in its expectations
or to reflect events or circumstances after the date of this release.
Information in this release should not be relied upon as a guide to future
performance.
Contact:
Xxxxx XxXxxx, WPP T x00 (0)00 0000 0000
Xxxx Xxxxxx, WPP
xxx.xxx.xxx
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