0000908230-05-000010.txt : 20120705
0000908230-05-000010.hdr.sgml : 20120704
20050127103254
ACCESSION NUMBER: 0000908230-05-000010
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050127
DATE AS OF CHANGE: 20050127
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GREY GLOBAL GROUP INC
CENTRAL INDEX KEY: 0000043952
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311]
IRS NUMBER: 130802840
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-07898
FILM NUMBER: 05552145
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2125462000
MAIL ADDRESS:
STREET 1: 777 THIRD AVE
STREET 2: 777 THIRD AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: GREY ADVERTISING INC /DE/
DATE OF NAME CHANGE: 19920703
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: 425
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
425
1
wpp_425-012705.txt
WPP GROUP PLC 012705
FILED BY WPP GROUP PLC
PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933
SUBJECT COMPANY: GREY GLOBAL GROUP INC.
COMMISSION FILE NO.: 333-119949
FOR IMMEDIATE RELEASE
27 JANUARY 2005
WPP GROUP PLC ("WPP")
In connection with the proposed acquisition of Grey Global Group Inc ("Grey"),
WPP entered into discussions on 16 December 2004 with a committee (the
"Committee") representing holders of $125 million of Grey's US$150 million 5%
contingent convertible subordinated debentures due 2033 (the "Debentures"), with
respect to the terms that would apply to the Debentures upon completion of the
acquisition.
The merger agreement dated 11 September 2004 between WPP and Grey (the "Merger
Agreement") provides that each Grey share will be converted at the election of
the holder into the right to receive either $1,005 in cash or $21.746 WPP ADS.
Each election by a share owner is subject to proration which is designed to
ensure that 50% of the outstanding Grey shares will be converted into WPP shares
and 50% into cash.
Under the terms of the Merger Agreement, after the merger, the Debentures will
be convertible into the type of consideration (cash and/or WPP shares) that is
received in the merger by a non-electing shareowner. As a result of the increase
of the WPP share price since the announcement of the merger, non-electing
shareholders could receive all cash.
The Committee has asserted that this methodology is inconsistent with the terms
of the indenture governing the Debenture and threatened litigation.
While WPP believes that the treatment of the Debentures under the Merger
Agreement is consistent with the terms of the indenture, WPP has engaged in
several discussions with the Committee.
Under WPP's most recent proposal, with the requisite consent of Debenture
holders, WPP would enter into a supplemental agreement reflecting the following
key terms:
o Each Debenture would be convertible after the completion of the merger into
US$522.50 in cash and 11.31227 WPP ADS. This represents 50% of the $1,005
cash consideration and 50% of the share consideration of 21.746 WPP ADS
payable in the merger for each Grey share, multiplied by 1.0404, the number
of Grey shares for which each Debenture is currently convertible.
o Each Debenture holder would have the right to require WPP to repurchase the
holder's Debentures at par ($1,000 per Debenture) in October 2013.
o After the merger, each Debenture would be freely convertible by its holder
at any time. All of the conversion contingencies currently included in the
indenture would be eliminated.
o The dividend payment threshold that would apply after the merger in
determining any adjustment to the conversion rate of the Debentures would
be the dividend paid per WPP ordinary share in respect of 2004, increasing
by 15% annually thereafter.
o WPP would pay to each holder who consents a fee of $10.00 per $1,000 of
principal.
On 25 January 2005, a representative of the Committee indicated that this
proposal was not acceptable and discussions were terminated. WPP will be
submitting amendments to the indenture for consideration by the Trustee of the
Debenture, as part of the closing requirements of the Merger.
INVESTOR INFORMATION
This communication is being made by WPP in connection with the proposed merger
involving WPP and Grey. This communication does not constitute an offer of any
securities for sale. In connection with the proposed merger, WPP has filed with
the US Securities and Exchange Commission (SEC) on January 26, 2005, Amendment
No. 2 to Registration Statement on Form F-4 (SEC File No 333-119949), containing
a preliminary 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.
INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS RELATING
TO THE PROPOSED MERGER, WHICH IS AVAILABLE NOW, AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS RELATING TO THE PROPOSED MERGER, WHEN IT BECOMES AVAILABLE,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN AND
WILL CONTAIN IMPORTANT INFORMATION.
Investors may obtain the documents free of charge at the SEC's website
(www.sec.gov). In addition, documents filed with the SEC by WPP may be obtained
free of charge by contacting WPP at 125 Park Avenue, New York, NY 10017, 212 632
2200. Documents filed with the SEC by Grey are available free of charge by
contacting Grey at 777 Third Avenue, New York, NY 10017, 212 546 2000.
For further information:
Paul Richardson +44 20 7408 2204
Feona McEwan
-2-