-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXRm5f/4Fhz6cmRxT6WdcnzD/Vyo8ZR/7n2t3bhgqP/UT9dLFmQdRgyT6oaTjx3i UAWYIOggKvf/UpWHUE8x/g== 0000895345-07-000374.txt : 20070628 0000895345-07-000374.hdr.sgml : 20070628 20070628155154 ACCESSION NUMBER: 0000895345-07-000374 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070628 GROUP MEMBERS: TS TRANSACTION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 24/7 REAL MEDIA INC CENTRAL INDEX KEY: 0001062195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 133995672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54665 FILM NUMBER: 07946892 BUSINESS ADDRESS: STREET 1: 132 WEST 31ST STREET CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122317100 MAIL ADDRESS: STREET 1: 132 WEST 31ST STREET CITY: NEW YORK STATE: NY ZIP: 10001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WPP GROUP PLC CENTRAL INDEX KEY: 0000806968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 27 FARM ST STREET 2: WIJ 5RJ CITY: LONDON ENGLAND BUSINESS PHONE: 011442074082204 MAIL ADDRESS: STREET 1: 27 FARM ST STREET 2: WIJ 5RJ CITY: LONDON ENGLAND SC TO-T/A 1 adsctota3_wpp.htm SCHEDULE TO/A adsctota3_wpp.htm
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
 
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)

 
24/7 REAL MEDIA, INC.
(Name of Subject Company (Issuer))

TS TRANSACTION, INC. (Offeror)
WPP GROUP PLC (Parent of Offeror)
(Names of Filing Persons—Offerors)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
901314203
(CUSIP Number of Class of Securities)
 
TS Transaction, Inc.
c/o Andrea Harris
WPP Group plc
27 Farm Street
London W1J 5RJ
England
+44 (0) 20 7408 2204
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
 
Copies to:
 
Arthur Fleischer, Jr., Esq.
Aviva F. Diamant, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004-1980
(212) 859-8000
Curt Myers, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800

 

CALCULATION OF FILING FEE
 
Transaction Valuation*
Amount of Filing Fee*
$653,718,981.50
$20,070.00

*
Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934.  The amount of the filing fee is calculated by multiplying the transaction value by 0.0000307.  The transaction value assumes the purchase of up to 55,635,658 shares of common stock, par value $0.01 per share of 24/7 Real Media, Inc. (the “Shares”) at a purchase price of $11.75 per share.  Such number of shares consists of 51,367,238 Shares outstanding as of April 30, 2007, and 4,497,787 Shares that are issuable before the expiration of the Offer upon exercise of stock options and other rights to acquire Shares.
 
ý
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid:
$20,070.00
Filing Party:
TS Transaction, Inc. and WPP Group plc
Form or Registration No.:
SC TO-T
Date Filed:
May 31, 2007
 
 
 o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer:
   
  Check the appropriate boxes below to designate any transactions to which the statement relates.
   
 x  third-party tender offer subject to Rule 14d-1.
   
 o  issuer tender offer subject to Rule 13e-4.
   
 o  going-private transaction subject to Rule 13e-3.
   
 o  amendment to Schedule 13D under Rule 13d-2.
   
  Check the following box if the filing is a final amendment reporting the results of the tender offer: o

(Continued on following pages)
 
 
 
 
 
 

SCHEDULE TO
 
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on May 31, 2007, by TS Transaction, Inc., a Delaware corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of WPP Group plc (“WPP”), and WPP, as amended by Amendment No. 1 on June 15, 2007 and amended by Amendment No. 2 on June 26, 2007.  The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of 24/7 Real Media, Inc., a Delaware corporation (the “Company”), at a price of $11.75 per Share, net to the sellers in cash, without interest.  The terms and conditions of the offer are described in the Offer to Purchase, dated May 31, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively.   Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Schedule TO.
 
The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.  This Schedule TO is being filed on behalf of Purchaser and WPP.
 
The Items of Schedule TO set forth below are hereby amended and supplemented as follows:

ITEM 11.   TRANSACTION DOCUMENTS

Item 11 of the Schedule TO is hereby amended by adding the following sentence at the end of the subsection entitled “The Offer”:

“The initial period of the Offer expired at midnight, New York City time, at the end of Wednesday, June 27, 2007.  According to Citibank, N.A., the depositary for the Offer, a total of 47,687,050 Shares of 24/7, including 4,050,879 tendered under guaranteed delivery procedures, had been tendered and not withdrawn, representing approximately 92.6% (including approximately 7.9% tendered under guaranteed delivery procedures) of the outstanding Shares.  All Shares that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the Offer.

On June 28, 2007, WPP issued a press release announcing the results of the initial period of the Offer and further announcing that Purchaser has commenced a subsequent offering period for all remaining Shares of 24/7 that have not yet been tendered.  This subsequent offering period will expire at 5:00 p.m., New York City time, on Friday, July 6, 2007, unless extended.  During this subsequent offering period, 24/7 stockholders who did not previously tender their Shares into the Offer may do so and will promptly receive the same $11.75 per Share cash consideration paid during the initial period of the Offer.  The procedures for tendering Shares during the subsequent offering period are the same as during the initial offering period, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) Shares tendered during the subsequent offering period may not be withdrawn.  The full text of the press release issued by WPP is attached hereto as Exhibit (a)(13) and is incorporated herein by reference.”

ITEM 12.   EXHIBITS

Item 12 of the Schedule TO is hereby amended by adding thereto the following:

(a)(13)  Press Release issued by WPP Group plc dated June 28, 2007.
 
SIGNATURE
 
After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of June 28, 2007 that the information set forth in this statement is true, complete and correct.
 
 
TS TRANSACTION, INC.
 
 
 
By:
 
/s/  Kevin Farewell
   
 Name:   Kevin Farewell
Title:      Secretary
 
 
WPP GROUP PLC
 
 
 
By:
 
/s/  Marie Capes
   
 Name:   Marie Capes
Title:      Company Secretary
EX-99.(A)(13) 2 ex99_a13.htm EXHIBIT (A)(13) ex99_a13.htm
Exhibit (a)(13)
 

FOR IMMEDIATE RELEASE

WPP Group Completes Successful Tender Offer for 24/7 Real Media, Inc.
92.6% of Outstanding Shares Tendered for Purchase
Subsequent Offer Period for Remaining Shares to Expire on July 6, 2007
_______________________________________

New York, NY, and London, England, June 28, 2007-WPP Group plc (NASDAQGS:WPPGY) (LSE:WPP.L) (“WPP”) announced today the successful completion of its tender offer for all of the outstanding shares of common stock of 24/7 Real Media, Inc. (NASDAQ:TFSM) (“24/7 Real Media”) at a price of $11.75 per share in cash. The offer expired at midnight, New York City time, at the end of Wednesday, June 27, 2007, at which time a total of 47,687,050 shares of 24/7 Real Media, including 4,050,879 shares tendered under guaranteed delivery procedures, had been tendered and not withdrawn, representing approximately 92.6% (including approximately 7.9% tendered under guaranteed delivery procedures) of the outstanding 24/7 Real Media common stock.  All shares that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the tender offer.

As of 9:00 a.m., New York City time, on June 28, 2007, TS Transaction Inc. will commence a subsequent offering period for all remaining shares of 24/7 Real Media common stock that have not yet been tendered.  This subsequent offering period will expire at 5:00 p.m., New York City time, on Friday, July 6, 2007, unless extended. During this subsequent offering period, 24/7 Real Media stockholders who did not previously tender their shares into the offer may do so and will promptly receive the same $11.75 per share cash consideration paid during the initial offering period.  The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) shares tendered during the subsequent offering period may not be withdrawn.

After expiration of the subsequent offering period, as the same may be extended, WPP, through its indirect wholly owned subsidiary, TS Transaction, Inc., intends to acquire all of the remaining outstanding shares of 24/7 Real Media common stock by means of a merger under Delaware law.  The merger will take place as soon as practicable following the receipt of approval of the merger from the Korea Fair Trade Commission.  That approval is currently expected to be received on or about July 13, 2007.  WPP urges the stockholders of 24/7 Real Media to tender their shares into the subsequent offering period so that they may receive payment of the $11.75 per share cash offer price on an expedited basis rather than waiting for the merger to close.  In the merger, each outstanding share of 24/7 Real Media common stock (other than restricted shares and shares as to which the holder has properly exercised appraisal rights) will be converted into the right to receive $11.75 per share in cash, without interest.  Shares of 24/7 Real Media that are restricted shares will be converted into an appropriately adjusted number of restricted ordinary shares or restricted American depositary shares of WPP, which will be subject to the same contractual restrictions as the restricted shares from which they were converted. Following the merger, 24/7 Real Media common stock will no longer be traded on the Nasdaq.

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 (www.sec.gov) or from D.F. King & Co., Inc., the information agent for the tender offer at (888) 605-1958 (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:
Feona McEwan, WPP                                                                         T +44 (0)20 7408 2204
Fran Butera, WPP

www.wpp.com

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