24/7 Real Media Announces Agreement to Be Acquired by WPP
Friday, 18 May 2007
24/7 Real Media, Inc. (NASDAQ: TFSM), a leading global digital marketing company, yesterday announced that it has signed a definitive agreement to be acquired by WPP Group plc (WPP), one of the world’s largest communications services groups, in an all-cash transaction valued at approximately $649 million, net of cash acquired. The transaction has been unanimously approved by the respective boards of directors of 24/7 Real Media and WPP and is expected to be completed in the third quarter of 2007.
Under the terms of the agreement, WPP will commence a cash tender offer for all 24/7 Real Media shares for $11.75 per share. The offer price represents a 30% premium over the average closing price of 24/7 Real Media’s shares for the last sixty (60) trading days.
“This deal provides a great value to all 24/7 Real Media shareholders,” said David J. Moore, chairman and CEO of 24/7 Real Media, Inc. “Additionally, the transaction further validates the importance of emerging, digital media to the global advertising market and 24/7 Real Media’s role in strengthening the role of digital media among WPP companies.”
The acquisition of 24/7 Real Media by WPP will create a powerful combination of technology and services that will provide significant added-value for clients of 24/7 Real Media and WPP companies. Advertisers will gain access to emerging technologies designed to more effectively segment, target, and reach customers through digital media such as search marketing and display advertising.
Publishers will benefit from expansive relationships with the world’s largest advertisers and an acceleration of sophisticated ad management tools.
Commenting on the announcement, Sir Martin Sorrell, CEO, WPP, said: “Our clients and therefore our industry are becoming more technology driven. 24/7 Real Media significantly enhances our capabilities, technological resources and talent, as well as adding to our geographic coverage and our measurable skills.”
"The digital marketplace is developing very rapidly. 24/7 Real Media brings to WPP very strong capabilities and technological skills in digital media and marketing,” said Mark Read, strategy director, WPP, and CEO of WPP Digital. “We are looking forward to working with the team at 24/7 Real Media to bring their relationships, skills and technologies to our operating companies and people for the benefit of our clients. As all media go digital, the combination of technology with client relationships and media and marketing expertise will become even more critical in delivering the best solutions to our clients."
The tender offer is subject to certain conditions, including the tender of at least a majority of the fully diluted shares of 24/7 Real Media, Inc., clearance under the Hart-Scott-Rodino Act and approval by certain foreign antitrust regulatory authorities.
Lehman Brothers Inc. and Piper Jaffray & Co. are serving as financial advisors and Proskauer Rose LLP is acting as legal advisor to 24/7 Real Media in connection with the transaction.