euro adhoc: GfK AG / Mergers - Acquisitions - Takeovers / GfK AG ("GfK") - Taylor Nelson Sofres plc ("TNS") Proposed merger of equals between GfK and TNS

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Company Information

29.04.2008

Proposed merger of equals between GfK and TNS

The Boards of GfK and TNS note the press speculation regarding a
merger between the two companies and confirm that they are in
discussions which may lead to a possible nil premium merger of
equals. GfK and TNS have agreed a non-binding heads of agreement
which set out the key terms currently envisaged of the potential
combination.

A combined GfK and TNS would be the world´s second largest market
information group by revenues. The Boards of the two companies
believe that a merged GfK and TNS would be positioned to capitalise
on the global opportunities in the market information industry with
specific expertise in the consumer, technology, media and healthcare
sectors. Post merger, the combined group would be able to deliver a
greater range of value-added solutions more effectively to all its
clients. The combination would also significantly strengthen the
syndicated business of the merged group, particularly in consumer
panels and media audience measurement. It would also extend coverage
in the fast growing markets of Asia, Latin America and Eastern
Europe. The Boards of GfK and TNS believe that a combination would
deliver significant value to both GfK and TNS shareholders through
substantial operating efficiencies and enhanced revenue
opportunities. Further work is being undertaken to confirm the level
of merger benefits that could be achieved from a combination of GfK
and TNS.

The key terms of the transaction currently envisaged by GfK and TNS are as
follows:
- shareholders of GfK and TNS would each hold 50% of the merged group;
- the merged group would have a unitary board, the composition of which
would reflect the nature of the transaction as a merger of equals;
- the Chairmen of each of GfK and TNS, Hajo Riesenbeck and Donald Brydon
respectively, would become Co-Chairmen of the board of the merged group. It is
intended that Donald Brydon would step down in Hajo Riesenbeck´s favour at the
2010 AGM of the merged group;
- the Chief Executive of the merged group would be David Lowden;
- Prof. Dr. Klaus Wübbenhorst would be the appointee of the GfK-Verein as
a Non-Executive Director on the board of the merged company;
- GfK-Verein, currently the largest shareholder in GfK, will be the
largest shareholder in the merged group with a shareholding expected to be
around 28% and, for so long as it holds at least 15% of the voting capital, it
will have the right to appoint one Non-Executive Director to the board of the
merged company. Their appointee will be Prof. Dr. Klaus Wübbenhorst as above;
- the merged group would be renamed GfK-TNS;
- the global head office would be based in London and a German head office
with significant business operations would be based in Nürnberg; and
- the merger is currently intended to be effected, for practical purposes,
by way of a share for share offer for GfK by TNS.

Negotiations between GfK and TNS are continuing on detailed terms and
accordingly there can be no certainty that a transaction will
ultimately result nor on the terms on which an eventual transaction
will be agreed. Any transaction would be subject to customary
conditions and approvals. A further announcement will be made if and
when appropriate. David Lowden, Chief Executive of TNS said: "The
market has long seen these two companies as ideal partners and now is
the right time to bring them together. This is a partnership that
would create a global leader across our market sectors bringing new
capabilities and value to our clients through the combination of
strong syndicated and custom services. The merger would also create
substantial value for both sets of shareholders." Prof. Dr. Klaus
Wübbenhorst, Chief Executive of GfK said:

"The combination of GfK and TNS would create a global leader in our
industry. The two companies are a perfect fit and have a long and
successful track record of working together. I have always believed
that a combination would be in the best interests of customers,
employees and shareholders."

-Ends-

This announcement does not constitute an offer to sell or a
solicitation of an offer to buy securities in the United States.
Securities may not be offered or sold in the United States absent
registration or an applicable exemption from registration. The shares
have not been, and will not be, registered under the US Securities
Act of 1933 or the securities laws of any state of the United States.

This announcement should not be sent, directly or indirectly, in or
into, or by use of mails or any means or instrumentality (including,
without limitation, facsimile transmission, telephone and internet)
of interstate or foreign commerce of, or any facilities of a national
securities exchange of, the United States.

Enquiries:
TNS

Janis Parks, Head of Investor Relations
+44 20 8967 1584

Brunswick

David Yelland
Ash Spiegelberg
+44 20 7404 5959
Christine Graeff (Brunswick Germany)
+49 692 400 5510

GfK
Bernhard Wolf, Global Head of Corporate Communications
+49 911 395 2012

Hering Schuppener
Alexander Geiser
+49 699 218 7474

end of announcement euro adhoc
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ots Originaltext: GfK Gruppe
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Bernhard Wolf

Global Head of Corporate Communications

Tel.: +49 (0) 911 395 2012

E-Mail: bernhard.wolf@gfk.com

Branche: Consultancy Services
ISIN: DE0005875306
WKN: 587530
Index: SDAX
Börsen: Börse Frankfurt / regulated dealing/prime standard