LETTERHEAD]Amendment to Registration Statement • August 25th, 2000 • WPP Group PLC • Services-advertising agencies
Reference is made to our opinion letter dated May 11, 2000 with respect to the fairness from a financial point of view to WPP Group plc ("WPP") of the exchange ratio of 0.835 of an American Depositary Share of WPP ("WPP ADS"), each WPP ADS representing five ordinary shares, nominal value 10p each, of WPP ("WPP Ordinary Shares"), to be paid by WPP for each outstanding share of common stock, par value $0.01 per share ("Y&R Shares"), of Young & Rubicam Inc. ("Y&R") (with each holder of Y&R Shares being entitled to elect to receive the WPP Ordinary Shares underlying all or a portion of the WPP ADSs the holder is otherwise entitled to receive) pursuant to the Agreement and Plan of Merger, dated as of May 11, 2000, among WPP, Y&R and York Merger Corp., a direct wholly owned subsidiary of WPP.
