Interpublic Agrees to Sell NFO WorldGroup to Taylor Nelson Sofres
NEW YORK, May 14, 2003 (BUSINESS WIRE) -- The Interpublic Group (NYSE: IPG) announced today that it has entered into a definitive agreement for the sale of its NFO research unit to Taylor Nelson Sofres, the leading global provider of marketing research and information services.
Under terms of the agreement, Taylor Nelson Sofres will pay Interpublic $425 million, $400 million of which will be paid in cash and $25 million in ordinary shares of Taylor Nelson Sofres stock. Interpublic will receive an additional $10 million of cash payable approximately one year after the close of the proposed transaction subject to the appreciation of the market value of ordinary shares of Taylor Nelson Sofres. The transaction is expected to close during the summer of 2003, pending regulatory clearances in the United States and in Europe. As a result of this divestiture, Interpublic expects to realize an accounting gain of approximately $100 million.
"The sale of NFO will be a capstone to the significant progress we have recently made in strengthening our company's balance sheet," said David Bell, Chairman and CEO of Interpublic. "What is more, as stated on our recent earnings call, the accounting gain we realize from the NFO transaction will substantially offset the pretax costs of achieving the accelerated margin improvement initiatives we are putting into place to restore competitive performance at Interpublic in the second half of this year."
Bell added that, "During the course of these negotiations, world events have adversely affected the top line performance and profitability of certain project-based marketing services firms. While this development complicated the sale process, the Interpublic team charged with completing the NFO transaction never lost its focus and I am very pleased that they have seen this process through to a successful conclusion."
Interpublic announced in January of this year that it was exploring strategic alternatives relating to NFO WorldGroup. In February, Interpublic disclosed that NFO was being offered for sale. Goldman, Sachs & Co. acted as financial advisor to Interpublic on the sale.
NFO is among the ten largest market research organizations in the world. It operates in over 40 countries and conducts approximately 15,000 research studies annually for more than 4,000 clients. The company was acquired by Interpublic in 2000.
Interpublic is one of the world's leading organizations of advertising agencies and marketing services companies. Its five global operating groups are McCann-Erickson WorldGroup, The Partnership, FCB Group, Interpublic Sports and Entertainment Group, and Advanced Marketing Services. Major global brands include Draft Worldwide, Foote, Cone & Belding Worldwide, Golin/Harris International, Initiative Media, Lowe Worldwide, McCann-Erickson, Octagon, Universal McCann and Weber Shandwick Worldwide.
This document contains forward-looking statements. Interpublic's representatives may also make forward-looking statements orally from time to time. Statements in this document that are not historical facts, including statements about Interpublic's beliefs and expectations, particularly regarding recent business and economic trends, gains expected from the NFO transaction and other activities in 2003, and the timing and likelihood of regulatory approval and completion of the sale of NFO, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and therefore undue reliance should not be placed on them. Forward-looking statements speak only as of the date they are made, and Interpublic undertakes no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, those associated with the effects of global, national and regional economic and political conditions, Interpublic's ability to attract new clients and retain existing clients, the financial success of Interpublic's clients, developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world and the successful completion and integration of acquisitions which complement and expand Interpublic's business capabilities. Interpublic's liquidity could be adversely affected if Interpublic is unable to access capital or to raise proceeds from asset sales. In addition, Interpublic could be adversely affected by developments in connection with the purported class actions and derivative suits that it is defending or the SEC investigation relating to the restatement of its financial statements. Its financial condition and future results of operations could also be adversely affected if Interpublic recognizes additional impairment charges due to future events or in the event of other adverse accounting-related developments.
In addition, Interpublic's representatives may from time to time refer to "pro forma" financial information, including information before taking into account specified items. Because "pro forma" financial information by its very nature departs from traditional accounting conventions, this information should not be viewed as a substitute for the information prepared by Interpublic in accordance with GAAP, including the balance sheets and statements of income and cash flow contained in Interpublic's quarterly and annual reports filed with the SEC on Forms 10-Q and 10-K. Investors should evaluate any statements made by Interpublic in light of these important factors.
SOURCE: The Interpublic Group
The Interpublic Group
Philippe Krakowsky, 212/399-8088