EXHIBIT 2.1
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This SECOND AMENDMENT, dated as of February 28, 2005 (this
"Amendment"), to the Agreement and Plan of Merger, dated as of September 11,
2004, among WPP Group plc, an English public limited company ("Parent"), Abbey
Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), and Grey Global Group Inc., a Delaware corporation (the
"Company").
WHEREAS, Parent, Merger Sub and the Company have entered into the
Agreement and Plan of Merger, dated as of September 11, 2004, as amended by the
First Amendment thereto, dated as of December 1, 2004 (the "Merger Agreement");
WHEREAS, Parent, Merger Sub and the Company each desire to enter
into this Amendment for the purpose of amending the Merger Agreement;
WHEREAS, Section 8.4 of the Merger Agreement permits Parent, Merger
Sub and the Company, by action taken or authorized by their respective Boards of
Directors, to amend the Merger Agreement by an instrument in writing signed on
behalf of each of Parent, Merger Sub and the Company; and
WHEREAS, Parent, Merger Sub and the Company each desire to amend the
Merger Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements specified
in this Amendment, Parent, Merger Sub and the Company agree as follows:
1. Amendment to Section 2.4 of the Merger Agreement. Section 2.4 of
the Merger Agreement is hereby amended by deleting the phrase "such number of
Non-Electing Shares" and replacing it with the phrase "such number of Stock
Electing Shares".
2. Representations and Warranties. Each of Parent, Merger Sub and
the Company represents and warrants that (a) it has the corporate power and
authority to execute and deliver this Amendment, (b) this Amendment has been
duly and validly authorized by all necessary action of its board of directors,
and (c) this Amendment has been duly and validly executed and delivered and,
assuming due authorization and execution by the other parties hereto,
constitutes its legal, valid and binding obligation enforceable against it in
accordance with its terms.
3. Governing Law. This Amendment and the rights and obligations of
the parties hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware (without giving effect to choice of law principles
thereof).
4. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
5. No Other Amendments. Except to the extent expressly amended by
this Amendment, all terms of the Merger Agreement shall remain in full force and
effect without amendment, change or modification.
6. References to Merger Agreement. All references in the Merger
Agreement to the "Agreement" shall be deemed to be the Merger Agreement as
amended by this Amendment.
7. Defined Terms. Capitalized terms used but not defined herein
shall have the meaning assigned to them in the Merger Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
WPP GROUP PLC
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: Group Finance Director
ABBEY MERGER CORPORATION
By: /s/ Xxxxx Farewell
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Name: Xxxxx Farewell
Title: Secretary
GREY GLOBAL GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice Chairman
