EXHIBIT 1
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For Immediate Release 23 February 2005
WPP Group plc ("WPP")
AGREEMENT REACHED WITH GREY DEBENTURE HOLDERS
Further to the announcement dated 27 January 2005, WPP has now reached
agreement with holders of US$120.8 million (80.5%) of Grey's US$150 million 5%
contingent convertible subordinated debentures due 2033 (the "Debentures"), with
respect to the terms that will apply upon completion of WPP's acquisition of
Grey. Under the agreement, Grey will solicit consents from the holders of the
Debentures to the adoption of a supplemental indenture. A copy of the agreement,
including the supplemental indenture, will be filed with the SEC by WPP on a
Form 6-K.
A consent solicitation statement describing the proposed terms and consent
fee will be sent to Debenture holders shortly. Debenture holders may also obtain
copies of the consent solicitation statement by contacting Innisfree M&A
Incorporated, the Information Agent for the consent solicitation, at
212-750-5833 (Banks and Brokers) or 888-750-5834 (Debenture holders). A copy of
the consent solicitation statement will also be available on Grey's website at
xxx.xxxx.xxx.
INFORMATION
In connection with the proposed merger, WPP has filed with the US Securities and
Exchange Commission (SEC) on January 31, 2005, Amendment No. 3 to Registration
Statement on Form F-4 (SEC File No 333-119949), containing a definitive proxy
statement/prospectus relating to the proposed merger for the stockholders of
Grey, and each of WPP and Grey has and will be filing other documents regarding
the proposed merger with the SEC.
GREY STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
RELATING TO THE PROPOSED MERGER, WHICH IS AVAILABLE NOW, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION.
Grey stockholders may obtain the documents free of charge at the SEC's website
(xxx.xxx.xxx). In addition, documents filed with the SEC by WPP may be obtained
free of charge by contacting WPP at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, 212 632
2200. Documents filed with the SEC by Grey are available free of charge by
contacting Grey at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, 212 546 2000.
For further information:
Xxxxx XxXxxx x00 00 0000 0000
Xxxx Xxxxxxxxxx x00 00 0000 0000
Xxxx Xxxxxx x0 000 000-0000
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