By Dan Lalor
LONDON (Reuters UK) - Market research company Taylor Nelson Sofres (TNS) rejected an improved approach worth 1.08 billion pounds from WPP (WPP), saying it preferred its proposed merger with German peer GfK (GFKG).
WPP's latest proposal, worth 260 pence per TNS share, substantially undervalued the company, said TNS, which had previously opened its books to WPP after rejecting approaches at 230 pence and then 241.8 pence.
TNS shareholders will vote on a nil-premium merger with GfK on July 18 while GfK's investors will vote on July 21.
WPP, the world's second-largest advertising company, which has a July 9 deadline from Britain's Takeover Panel to make an offer for TNS, said it would only make an offer if it got the unanimous recommendation of TNS's board.
TNS shares were up 3.4 percent at 232.75 pence at 1:00 p.m. British time, suggesting investors do not see an early change of heart from the board. WPP stock recovered from a five-year low at 448.75 pence in early trading to be up 0.6 percent at 457.75 pence.
WPP chief executive Martin Sorrell said he wanted to combine TNS with WPP's Kantar market research business to create the world's second-largest insight, information, and consultancy group in a market that has grown at about 5 percent in recent years, led by emerging economies.
"Growth is being driven by continuous pressure on clients to raise their like-for-like revenue growth and to optimise their investment against a backdrop of changing demographics, decreasing product differentiation, intensifying global competition, the fragmentation of the media and the impact of digital development," WPP said.
Winning TNS would diversify WPP's revenue stream, leaving it better placed to weather any global economic downturn.
European media shares have been underperforming the broader stock market , by 15 percent over the past year, on concerns about advertising revenues.
On June 24, WPP, which includes the JWT and Ogilvy & Mather advertising agencies, reported group like-for-like revenues rose by 4.5 percent in the first five months of the year, down from 5 percent growth in the first three months.
Analysts have said from the start that WPP could disrupt the TNS-GfK deal. ABN Amro has said it thought WPP could offer up to 285 pence per share, while UBS said WPP could offer around 300 pence. WPP's new 260 pence proposal for TNS was 173 pence in cash and 0.1889 new WPP share for each TNS share.
Numis Securities analysts said: "Given the general level of economic and stock market uncertainty and high cash component in the bid, it may be enough to persuade TNS shareholders in this environment".
TNS is the world's third-biggest market research company, with clients such as Procter & Gamble (PG) and Unilever (ULVR), while GfK is the world's fifth-biggest and counts Panasonic and Henkel (HNKG_p) among its customers.
A completed tie-up would step up pressure on market leader AC Nielsen in an industry which has become increasingly important as companies hunt for more information on their clients and services to guide their multimedia advertising.
WPP forecast 52 million pounds of annual synergies by 2011 from a takeover of TNS, at a lower cost in the preceding two years. It said the cash consideration of a successful offer would be funded by a new debt facility.
(Editing by Elaine Hardcastle)
