For purposes of the Tender Offer, validly tendered Preferred Shares (or defectively tendered Preferred Shares for which we have waived such defect) will be deemed to have been accepted for purchase by us if, as and when we give oral or written notice thereof to the Depositary.

 

In the event that the Tender Offer is oversubscribed, we expect to announce the final result of the proration and to make payment for all Preferred Shares accepted for purchase within two business days after the Expiration Time.

 

If any tendered Preferred Shares are not purchased pursuant to the Tender Offer for any reason, including due to proration, such Preferred Shares will be credited to the account maintained at DTC from which such Preferred Shares were delivered, promptly following the Expiration Time or termination of the Tender Offer.

 

We reserve the right to transfer or assign, in whole at any time or in part from time to time, to one or more of our affiliates, the right to purchase Preferred Shares tendered pursuant to the Tender Offer, but any such transfer or assignment will not relieve us of our obligations under the Tender Offer or prejudice the rights of tendering Holders to receive the Purchase Price pursuant to the Tender Offer.

 

PROCEDURES FOR TENDERING PREFERRED SHARES

 

Holders will not be eligible to receive the Purchase Price for tendered Preferred Shares unless they validly tender their Preferred Shares pursuant to the Tender Offer at or prior to the Expiration Time, subject to proration in the event the Tender Offer is oversubscribed.

 

Delivery of Preferred Shares through DTC and any acceptance of an Agent’s Message transmitted through ATOP is at the risk of the person tendering Preferred Shares and, except as otherwise provided in the Letter of Transmittal, delivery will be deemed made only when actually received by the Depositary.  We have not provided guaranteed delivery provisions in connection with the Tender Offer.

 

Tender of Preferred Shares.  The tender by a Holder of Preferred Shares (and subsequent acceptance of such tender by us) will constitute a binding agreement between such Holder and us in accordance with the terms and subject to the conditions set forth in this Offer to Purchase and in the Letter of Transmittal.

 

Tender of Preferred Shares Held Through a Custodian.  Any beneficial owner whose Preferred Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and that wishes to tender Preferred Shares should contact its nominee promptly and instruct such nominee to tender Preferred Shares on such beneficial owner’s behalf.

 

 

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Tender of Preferred Shares Held Through DTC.  To tender Preferred Shares that are held through DTC, DTC participants may electronically transmit their acceptance through ATOP (and thereby tender Preferred Shares), for which the transaction will be eligible.  Upon receipt of such participant’s acceptance through ATOP, DTC will confirm the acceptance and send an Agent’s Message to the Depositary for its acceptance.  Delivery of tendered Preferred Shares must be made to the Depositary pursuant to the book-entry delivery procedures set forth below.

 

Unless the Preferred Shares being tendered are deposited with the Depositary at or prior to the Expiration Time (accompanied by a properly transmitted Agent’s Message), we may, at our option, treat such tender as defective for purposes of the right to receive the Purchase Price.  Payment for the Preferred Shares will be made only against deposit of the tendered Preferred Shares.

 

Book-Entry Delivery Procedures.  The Depositary will establish accounts with respect to the Preferred Shares at DTC for purposes of the Tender Offer within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in DTC may make book-entry delivery of Preferred Shares by causing DTC to transfer such Preferred Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer.  However, although delivery of Preferred Shares may be effected through book-entry transfer into the Depositary’s account at DTC, an Agent’s Message must, in any case, be transmitted to, and received by, the Depositary at or prior to the Expiration Time in connection with the tender of suc h Preferred Shares.  Delivery of documents to DTC does not constitute delivery to the Depositary.  The confirmation of a book-entry transfer into the Depositary’s account at DTC as described above is referred to in this Offer to Purchase as a “Book-Entry Confirmation.” The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC that is tendering the Preferred Shares that are the subject of such Book-Entry Confirmation, that such participants have received the Offer Documents and agree to be bound by the terms of the Tender Offer as set forth in the Offer Documents and that we may enforce such agreement against such participants.

 

Notwithstanding any other provision hereof, payment of the Purchase Price for Preferred Shares tendered and accepted for purchase pursuant to the Tender Offer will, in all cases, be made only after receipt by the Depositary of Book-Entry Confirmation of the transfer of such Preferred Shares into the Depositary’s account at DTC as described above, and a properly transmitted Agent’s Message.

 

Backup U.S. Federal Income Tax Withholding.  To prevent backup U.S. federal income tax withholding, a tendering Holder of Preferred Shares must (i) provide the Depositary with such Holder’s correct taxpayer identification number and certify that such Holder is not subject to backup U.S. federal income tax withholding by completing the Substitute Form W-9 included in the Letter of Transmittal or (ii) otherwise establish a basis for exemption from backup withholding.  See “Certain United States Federal Income Tax Consequences.”

 

Determination of Validity.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tendered Preferred Shares pursuant to any of the procedures described above will be determined by us in our sole discretion, which determination will be final and binding.  We expressly reserve the right, in our sole discretion, subject to applicable law, to reject any or all tenders of any Preferred Shares determined by us not to be in proper form or if the acceptance for purchase of, or payment for, such Preferred Shares may, in the opinion of our counsel, be unlawful.  We also reserve the right, subject to applicable law, to waive or amend any of the conditions to the Tender Offer or to waive, in our sole discretion, any defect or irregularity in any tender of Preferred Shares of any particular Holder, whether or not similar defects or irregularities are waived in the case of other Holders.  A waiver of any defect or irregularity with respect to the tender of Preferred Shares by a Holder will not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Preferred Shares.  Our interpretation of the terms and conditions of the Tender Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.  None of the Company, the Dealer Managers, the Information Agent and Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification.  If we waive our right to reject a defective tender of Preferred Shares, the Holder will be eligibl e to receive payment of the Purchase Price for such tendered Preferred Shares.

 

 

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No alternative, conditional or contingent tenders of Preferred Shares will be accepted.  A tendering Holder, by electronically transmitting its acceptance through DTC’s ATOP, waives all rights to receive notice of acceptance of such Holder’s Preferred Shares for purchase.

 

WITHDRAWAL OF TENDERS

 

Tenders of Preferred Shares may be validly withdrawn at any time at or prior to the Expiration Time.  Tendered Preferred Shares may not be withdrawn subsequent to the Expiration Time, provided, however, that tenders of Preferred Shares may be validly withdrawn if the Tender Offer is terminated without any Preferred Shares being purchased thereunder.  In the event of a termination of the Tender Offer, the Preferred Shares tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.

 

If we make a material change in the terms of the Tender Offer or the information concerning the Tender Offer, we will publicly announce such changes or information or disseminate additional offering materials and extend the Tender Offer to the extent required by law.  If the Tender Offer is amended at or prior to the Expiration Time in a material manner, we will promptly disclose such amendment and, if necessary, extend the Tender Offer for a period deemed by us to be adequate and in compliance with applicable law to permit Holders to withdraw their Preferred Shares.  If the consideration to be paid in the Tender Offer is increased or decreased, the Maximum Payment Amount or the number of Preferred Shares subject to the Tender Offer is increased or decreased or the pricing formula, minimum Purchase Price or maximum Pu rchase Price is changed, if required by applicable law, the Tender Offer will remain open at least ten business days from the date we first give notice to Holders of such Preferred Shares, by public announcement or otherwise, of such change, increase or decrease.  In addition, we may, if we deem appropriate, extend the Tender Offer for any other reason.

 

Any termination, extension or amendment of the Tender Offer will be followed promptly by public announcement thereof, the announcement in the case of an extension of the Tender Offer to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time.  Without limiting the manner in which any public announcement may be made, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release through Business Wire or Dow Jones News Service.

 

For a withdrawal of tendered Preferred Shares to be valid, a written or facsimile transmission notice of withdrawal must be received by the Depositary at or prior to the Expiration Time, by mail, fax or hand delivery at its address or facsimile number set forth on the back cover of this Offer to Purchase or by a properly transmitted “Request Message” through ATOP.  Any such notice of withdrawal must (i) specify the name of the person who tendered the Preferred Shares to be withdrawn, (ii) contain the description of the Preferred Shares to be withdrawn and the aggregate liquidation preference represented by such Preferred Shares and (iii) unless transmitted through ATOP, be signed by the Holder of such Preferred Shares in the same manner as the original signatu re on the Agent’s Message by which such Preferred Shares were tendered, or be accompanied by (a) documents of transfer sufficient to have the applicable transfer agent for the Preferred Shares register the transfer of the Preferred Shares into the name of the person withdrawing such Preferred Shares and (b) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such Holder.  If the Preferred Shares to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal is effective immediately upon receipt by the Depositary of written or facsimile notice of such withdrawal even if physical release of such Preferred Shares is not yet effected, provided such notice is received at or prior to the Expiration Time.

 

Any permitted withdrawal of Preferred Shares may not be rescinded.  Any Preferred Shares validly withdrawn will thereafter be deemed not validly tendered for purposes of the Tender Offer, provided, however, that withdrawn Preferred Shares may be re-tendered by again following one of the appropriate procedures described herein at any time at or prior to the Expiration Time.

 

If we extend the Tender Offer or are delayed in our acceptance for purchase of Preferred Shares or are unable to purchase Preferred Shares pursuant to the Tender Offer for any reason, then, without prejudice to our rights hereunder and subject to applicable law (including Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act, which require that an offeror pay the consideration offered or return the securities deposited by or on behalf of the investor promptly after the termination or withdrawal of a tender offer), tendered Preferred Shares may be retained by the Depositary on our behalf and may not be withdrawn, except as otherwise provided in this section.

 

 

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In addition, tendered Preferred Shares that have not been accepted for purchase may be withdrawn at any time after June 24, 2010 (40 business days after the commencement of the Tender Offer).

 

Any beneficial owner of Preferred Shares desiring to withdraw previously tendered Preferred Shares after 5:00 p.m., New York City time, on the date of the Expiration Time should make arrangements with such beneficial owner’s broker, dealer, commercial bank, trust company or other nominee to fax a notice of withdrawal to the Depositary at its facsimile number set forth on the back cover of this Offer to Purchase on behalf of such beneficial owner at or prior to the Expiration Time.

 

All determinations as to validity, form and eligibility (including time of receipt) of notices of withdrawal will be made by us, in our sole discretion, which determination will be final and binding.  None of the Company, the Dealer Managers, the Information Agent and Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal, or incur any liability for failure to give any such notification.

 

CONDITIONS TO THE TENDER OFFER

 

Notwithstanding any other provisions of the Tender Offer (or any extensions or amendments thereof) and in addition to (and not in limitation of) our right to extend or amend the Tender Offer at any time, we will not be required to accept for purchase or pay for any Preferred Shares tendered and may terminate the Tender Offer at any time and may, subject to Rule 14e-1 under the Exchange Act, postpone the acceptance of Preferred Shares tendered pursuant to the Tender Offer or delay the payment for Preferred Shares accepted for purchase, if, immediately prior to such time as any Preferred Shares are accepted for purchase pursuant to the Tender Offer, the Offer Conditions have not been satisfied.

 

The “Offer Conditions” mean the following:

 

·

any statute, rule, regulation, judgment, order, stay, decree, executive order or injunction is promulgated, proposed, entered, enforced, enacted, issued or deemed applicable to the Tender Offer by any domestic or foreign federal or state governmental authority or court, or regulatory or administrative agency or instrumentality, or any third person, which directly or indirectly (i) would or might prohibit, or make illegal the acceptance for purchase, payment for or purchase of some or all of the Preferred Shares or the consummation of the Tender Offer, (ii) would or might result in a delay in or restrict our ability or render us unable to accept for purchase, pay for or purchase some or all of the Preferred Shares, (iii) would or might impose or confirm material limitations on the scope, validity or effectiveness of our ability to acquire or hold or to exercise full rights of ownership of the Preferred Shares, or (iv) is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of us and our subsidiaries, taken as a whole;

 

·

(i) any general suspension of, or limitation on prices for, trading in securities in the United States securities or financial markets, or any setting of minimum purchase prices for trading on such markets, or any suspension of trading of any securities of us or of one of our affiliates on any exchange or in the over-the-counter market, (ii) any banking moratorium or suspension of payments declared by U.S. federal or New York authorities, (iii) any major disruption of settlements of securities or clearance services in the United States, (iv) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by the U.S. Congress or any other national or international calamity or emergency if, in our sole judgment, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with the Tender Offer, (v) any significant adverse change in the trading prices of the Preferred Shares or in any of our securities in any financial markets, (vi) a material impairment in the trading market for equity securities that could, in our reasonable judgment, affect the Tender Offer, (vii) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, on (or other event that, in our reasonable judgment, might affect) the extension of credit by banks or other lending institutions, or (viii) in the case of any of the foregoing existing at the time of the commencement of the Tender Offer, a material acceleration or worsening thereof;

 

 

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·

any threatened or pending action, proceeding or counterclaim brought by any domestic or foreign federal or state governmental, regulatory or administrative agency or authority, court, legislative body, commission or third party (i) challenging the acquisition by us of the Preferred Shares or otherwise seeking to restrain or prohibit the consummation of the Tender Offer or otherwise seeking to obtain any damages as a result thereof, (ii) otherwise materially adversely affecting our ability to successfully complete the Tender Offer or (iii) that is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of us and our subsidiaries, taken as a whole;

 

·

neither the Company’s transfer agent nor any third party has objected in any respect to, or taken action or failed to take action that could, in our reasonable judgment, adversely affect the consummation of, the Tender Offer or has taken any action that challenges the validity or effectiveness of the procedures used by us in the making of the Tender Offer or the acceptance of, or payment for, the Preferred Shares;

 

·	there has not occurred, or is likely to occur, any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls that, in our reasonable judgment, would be likely to impair materially the contemplated benefits of the Tender Offer to us;

 

·

any event or circumstance affecting the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of us or our subsidiaries or affiliates that, in our sole judgment, would or might (i) prohibit, prevent, restrict or delay the consummation of the Tender Offer, (ii) make it impractical or inadvisable to proceed with the Tender Offer or (iii) be materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of us and our subsidiaries, taken as a whole; or

 

·	the Weighted Average Price is not less than $5.25.

 

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and may be waived with respect to the Tender Offer at any time at or prior to the Expiration Time by us, in whole or in part.  The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time up to the Expiration Time.  Any determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties.

 

The Tender Offer is not conditioned on any minimum number of Preferred Shares being tendered.

 

Although we have no present plans or arrangements to do so, we reserve the right to amend, at any time, the terms of the Tender Offer.  We will give Holders proper notice of such amendments as may be required by applicable law.

 

MARKET AND TRADING INFORMATION

 

As of April 28, 2010, 525,000 Preferred Shares were outstanding.  There is no established trading market for the Preferred Shares. Quotations for securities that are not widely traded, such as the Preferred Shares, may differ from actual trading prices and should be viewed as approximations.  To the extent that the Preferred Shares are traded, prices of the Preferred Shares may fluctuate greatly depending on the trading volume and the balance between buy and sell orders.  Holders are urged to obtain current information with respect to the market prices for the Preferred Shares.

 

Our Common Stock trades on the NYSE under the symbol “IPG.” The following table sets forth on a per share basis the high and low intra-day prices on the NYSE, based upon published financial sources for our Common Stock.

 

 

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		High				Low
Fiscal Year ended December 31, 2008
Quarter ended March 31, 2008		$	9.03			$	7.22
Quarter ended June 30, 2008			10.47				7.77
Quarter ended September 30, 2008			9.69				7.09
Quarter ended December 31, 2008			7.78				2.57
Fiscal Year ended December 31, 2009
Quarter ended March 31, 2009		$	4.55			$	3.08
Quarter ended June 30, 2009			6.41				4.05
Quarter ended September 30, 2009			7.77				4.57
Quarter ended December 31, 2009			7.62				5.71
Fiscal Year ending December 31, 2010
Quarter ended March 31, 2010		$	8.87			$	6.21
Quarter ended June 30, 2010 (through April 28, 2010)		$	9.93			$	8.30

No dividend has been paid on our common stock since the fourth quarter of 2002. Our future dividend policy will be determined on a quarter-by-quarter basis and will depend on earnings, financial condition, capital requirements and other factors. Our future dividend policy may also be influenced by the terms of our credit facility and certain of our outstanding securities. Our credit facility places certain limitations on the amount of common stock dividends that we may pay in any year. The terms of our outstanding series of preferred stock limit our ability to pay dividends on our common stock unless all accumulated and unpaid dividends have been or are contemporaneously declared and paid or provision for the payment thereof has been made.

 

 

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

 

All discussions of U.S. federal tax considerations in this document have been written to support the marketing of the Tender Offer.  Such discussions were not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding U.S. federal tax penalties.  Holders should consult their own tax advisers in determining the tax consequences to them of exchanging the Preferred Shares, including the application to their particular situation of the U.S. federal tax considerations discussed below, as well as the application of state, local, foreign, or other tax laws.

 

The following discussion is a summary of certain U.S. federal income tax consequences to our shareholders of an exchange of Preferred Shares for cash pursuant to the Tender Offer.  The summary is based on laws, regulations, rulings and decisions now in effect, all of which are subject to change.  The discussion does not deal with special classes of Holders, such as dealers in securities or currencies, banks, financial institutions, insurance companies, tax-exempt organizations, partnerships and the partners therein, persons holding Preferred Shares as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction or persons that have a functional currency other than the U.S. dollar, or persons that acquired their Preferred Sh ares through the exercise of employee stock options or otherwise as compensation.  This discussion assumes that the Preferred Shares are held as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”).

 

The Company has not sought any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in this discussion, and there can be no assurance that the IRS will agree with such statements and conclusions.   In addition, the discussion does not describe any tax consequences arising out of the laws of any state or local or foreign jurisdiction.  Accordingly, each Holder should consult its own tax advisor with regard to the Tender Offer and the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to its particular situation.

 

As used herein, a “U.S. Holder” means a beneficial owner of shares that is for U.S. federal income tax purposes (1) a citizen or resident of the United States, (2) a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any political subdivision thereof, or (3) any other person subject to U.S. net income tax.  A “Non-U.S. Holder” means a beneficial owner of shares that is not a U. S. Holder.

 

U.S. Federal Income Tax Treatment of U.S. Holders

 

A sale of Preferred Shares for cash pursuant to the Tender Offer will be a taxable transaction for U. S. federal income tax purposes.  A U.S. Holder who participates in the Tender Offer will, depending on such Holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the Preferred Shares or as receiving a distribution from us with respect to our stock.  If a broker or other paying agent is unable to determine whether sale or exchange treatment or distribution treatment should apply to a particular U.S. Holder, such paying agent may be required to report the transaction as resulting in a distribution.  In such event, a U.S. Holder that believes that sale or exchange treatment is proper should consult with its own tax advisor about how to report the transact ion on its tax return.

 

Sale or Exchange Treatment.  Under Section 302 of the Code, a sale of Preferred Shares for cash by a U.S. Holder pursuant to the Tender Offer will be treated as a “sale or exchange” of Preferred Shares for U. S. federal income tax purposes, rather than as a distribution with respect to the Preferred Shares held by the tendering U.S. Holder, only if the sale:

 

·	results in a “complete termination” of such U.S. Holder’s equity interest in us under Section 302(b)(3) of the Code,

 

·	is “substantially disproportionate” with respect to the U.S. Holder under Section 302(b)(2) of the Code, or

 

 

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·	is “not essentially equivalent to a dividend” with respect to the U.S. Holder under Section 302(b)(1) of the Code.

 

A sale of Preferred Shares by a U.S. Holder pursuant to the Tender Offer will result in a “complete termination” if, after the sale, either (1) the U.S. Holder no longer owns any of our outstanding preferred or common shares (either actually or constructively) or (2) the U.S. Holder no longer actually owns any of our outstanding preferred or ordinary shares and meets certain other requirements for avoiding the application of constructive ownership rules under the Code.  U.S. Holders wishing to satisfy the “complete termination” test through this second means should consult their own tax advisors.

 

A distribution to a U.S. Holder will be “substantially disproportionate” if the percentage of the outstanding voting shares of stock of the Company actually and constructively owned by the U.S. Holder immediately following the exchange of shares for cash pursuant to the Tender Offer (treating all shares acquired by us pursuant to the Tender Offer as not outstanding) is less than 80% of the percentage of the outstanding voting shares of the Company actually and constructively owned by the U.S. Holder immediately before the exchange (treating as outstanding all shares purchased in the Tender Offer from all shareholders).  For the purpose of applying the “substantially disproportionate” test, shares convertible into voting common shares at the option of the Holder, such as the Preferred Shares, will be coun ted as equal to the amount of voting common shares into which they are convertible.

 

A sale of Preferred Shares by a U.S. Holder pursuant to the Tender Offer will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in our shares.  Whether a holder of Preferred Shares meets this test will depend on the holder of Preferred Shares’ particular facts and circumstances, as well as the relative percentage of Preferred Shares tendered by such holder and each of the other holders of Preferred Shares.  The IRS has indicated that even a small reduction in the percentage interest (by vote and value) of a shareholder whose relative interest in a publicly held corporation is minimal and who exercises no control over corporate affairs should constitute a “meaningful reduction.” ;  U.S. Holders should consult their own tax advisers as to the application of this test to their particular circumstances.

 

As noted above, in applying the foregoing Section 302 tests, a U.S. Holder must take into account not only preferred and common shares that such U.S. Holder actually owns, but also shares that such U.S. Holder is treated as owning under constructive ownership rules.  Generally, a U.S. Holder may constructively own shares actually owned, and in some cases constructively owned, by certain related individuals and entities as well as shares that a U.S. Holder has the right to acquire by exercise of an option or warrant or by conversion or exchange of a security.

 

Contemporaneous dispositions or acquisitions of preferred or ordinary shares by a U.S. Holder or a related person may be deemed to be part of a single integrated transaction and, if so, may be taken into account in determining whether either of the Section 302 tests described above are satisfied.  A U.S. Holder should consult its own tax advisor regarding the treatment of other dispositions or acquisitions of shares that may be integrated with such U.S. Holder’s sale of Preferred Shares to the Company pursuant to this Tender Offer.

 

U.S. Holders should be aware that, because proration may occur in the Tender Offer, even if all the Preferred Shares actually and constructively owned by a U.S. Holder are tendered pursuant to the Tender Offer, fewer than all of these shares may be purchased by us. Proration may therefore affect whether the sale of Preferred Shares by a U.S. Holder pursuant to the Tender Offer will be treated as a “sale or exchange.”

 

If a U.S. Holder satisfies any of the three Section 302 tests described above, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received and such U.S. Holder’s tax basis in the Preferred Shares tendered.  Generally, a U.S. Holder’s tax basis for the Preferred Shares will be equal to the cost of the Preferred Shares to the U.S. Holder, less any prior distributions treated as a return of capital.  Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Preferred Shares exceeds one year as of the date of the sale pursuant to the Tender Offer.  Certain limitations apply to the deductibility of capital losses by U.S. Holders.  Gain or loss must be determined separately for each bl ock of tendered Preferred Shares (i.e., Preferred Shares acquired by the U.S. Holder at the same cost in a single transaction).

 

 

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Distribution Treatment.  If a U.S. Holder does not satisfy either of the Section 302 tests described above, the sale of a U.S. Holder’s Preferred Shares pursuant to the Tender Offer will not be treated as a sale or exchange under Section 302.  Instead, the entire amount of cash received by such U.S. Holder pursuant to the Tender Offer will be treated as a distribution to the U.S. Holder with respect to such U.S. Holder’s remaining shares.  The distribution will be treated as a dividend to the extent of the U.S. Holder’s share of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles.  The amount of any distribution in excess of our current and accumulated earnings and profits would be treated as a return of capital to the extent of the U.S. Holder’s tax basis in the remaining shares with respect to which the distribution is deemed received (as determined on a block-by-block basis), and any remainder will be treated as capital gain.  Any such capital gain will be long-term capital gain if the U.S. Holder has held the Preferred Shares for more than one year as of the date of sale pursuant to the Tender Offer.

 

Any payment treated as a dividend will generally constitute “qualified dividend income” for non-corporate U.S. Holders provided certain holding period requirements are met.  A dividend received by a corporate U. S. Holder may be (1) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (2) subject to the “extraordinary dividend” provisions of Section 1059 of the Code.  Corporate Holders should consult their own tax advisors regarding (1) whether a dividends-received deduction will be available to them, and (2) the application of Section 1059 of the Code to the ownership and disposition of their Preferred Shares.

 

Any such dividend will be taxed in its entirety, without reduction for the U.S. Holder’s tax basis of the Preferred Shares exchanged.  Such tax basis will be added to the remaining shares owned by the U.S. Holder; provided that where the remaining shares owned consist of more than one class (e.g. common and preferred shares), it is unclear how to allocate such tax basis among the remaining shares. If a tendering U.S. Holder does not actually retain any shares, the basis of any tendered Preferred Shares may (depending on circumstances) be added to shares retained by a person related to such U.S. Holder or the basis may be lost.

 

U.S. Federal Income Tax Treatment of Non-U.S. Holders

 

Sale or Exchange Treatment. Gain realized by a Non-U.S. Holder on a sale of shares for cash pursuant to the Tender Offer generally will not be subject to U.S. federal income tax if the sale is treated as a “sale or exchange” pursuant to the Section 302 tests described above under “U.S. Federal Income Tax Treatment of U.S. Holders” unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States, (and, if required by an applicable income tax treaty, is attributable to a United States “permanent establishment” maintained by the Non-U.S. Holder), or (ii) in the case of gain realized by a Non-U.S. Holder that is an individual, such Non-U.S. Holder is present in the United States for 18 3 days or more in the taxable year of the sale and certain other conditions are met.

 

Distribution Treatment; Potential Withholding Tax. If the Non-U.S. Holder does not satisfy any of the tests under Section 302 explained above, the full amount received by the Non-U.S. Holder with respect to the sale of Preferred Shares to us pursuant to the Tender Offer will be treated as a distribution to the Non-U.S. Holder with respect to the Non-U.S. Holder's Preferred Shares.  To the extent that a distribution constitutes a dividend within the principles described above for U.S. Holders, that distribution would be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the dividend is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (or, if an inc ome tax treaty applies, the Non-U.S. Holder does not maintain a U.S. permanent establishment).

 

In some cases, payments made to Non-U.S. Holders with respect to the Tender Offer may not be subject to U.S. withholding tax if the Non-U.S. Holder certifies that it is not a U.S. person and that it met the “complete termination,” “substantially disproportionate,” or “not essentially equivalent to a dividend” test in respect of the Tender Offer, although receipt of the full payment may be delayed until the certification is provided.  Non-U.S. Holders tendering shares held through a broker or other nominee should consult such broker or other nominee and their own tax advisors to determine the particular withholding procedures that will be applicable to them.

 

NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND ANY RELEVANT REFUND PROCEDURE.

 

 

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Information Reporting and Backup Withholding

U.S. Holders. Payments made to tendering U.S. Holders may be subject to information reporting and backup withholding of U.S. federal income tax, currently at a rate of 28%.  Certain U.S. Holders, including corporations, are exempt from these information reporting and backup withholding tax rules.  To avoid backup withholding, U.S. Holders that do not otherwise establish an exemption should complete and return an IRS Form W-9, certifying that such Holder is a U.S. person, that the taxpayer identification number (“TIN”) provided is correct, and that such Holder is not subject to backup withholding.  The amount of any backup withholding from a Tender Offer will be allowed as a credit aga inst such U.S. Holder’s federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is furnished to the IRS.

 

Non-U.S. Holders. In order for a Non-U.S. Holder to qualify as exempt from backup withholding, that Non-U.S. Holder must submit an IRS Form W-8BEN or W-8ECI (or in the case of certain foreign partnerships and other foreign intermediaries, Form W-8IMY), signed under penalties of perjury, attesting to that Non-U.S. Holder’s exempt status.

 

Consequences to Non-Tendering Holders

A Holder whose Preferred Shares are not purchased pursuant to the Tender Offer will not incur any U.S. federal income tax liability as a result of consummation of the Tender Offer.

 

 

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THE DEALER MANAGERS, THE INFORMATION AGENT AND THE DEPOSITARY

 

Morgan Stanley & Co. Incorporated and Citigroup Global Markets have been engaged to act as Dealer Managers in connection with the Tender Offer.  In such capacity, the Dealer Managers may contact Holders regarding the Tender Offer and may request brokers, dealers, commercial banks, trust companies and other nominees to forward this Offer to Purchase, the Letter of Transmittal and related materials to beneficial owners of Preferred Shares.

 

Citigroup Global Markets Inc. is among the joint lead arrangers and joint book managers under our credit facility, and the Dealer Managers or their respective affiliates are agents and/or lenders under our credit facility.  In addition, the Dealer Managers and their respective affiliates have provided, are currently providing and may provide in the future, financial, advisory, investment banking and general banking services to us and our affiliates, for which they have received and will receive customary fees and commissions.  From time to time in the future, the Dealer Managers may provide additional services to us and our affiliates.

 

At any given time, the Dealer Managers may trade the Preferred Shares or any of our other securities for their own account or for the accounts of their customers and, accordingly, may hold a long or short position in the Preferred Shares or any such other securities.  The Dealer Managers are not obligated to make a market for the Preferred Shares.  In addition, the Dealer Managers may tender Preferred Shares in the Tender Offer.

 

Any Holder that has questions concerning the terms of the Tender Offer may contact the Dealer Managers at their respective address and telephone numbers set forth on the back cover of this Offer to Purchase.

 

Global Bondholder Services Corporation has been appointed Information Agent for the Tender Offer.  Questions and requests for assistance or additional copies of this Offer to Purchase or the Letter of Transmittal may be directed to the Information Agent at its address and telephone numbers set forth on the back cover of this Offer to Purchase.  Holders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Tender Offer.

 

Global Bondholder Services Corporation has been appointed as Depositary for the Tender Offer.  Letters of Transmittal and all correspondence in connection with the Tender Offer should be sent or delivered by each Holder or a beneficial owner’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at its address and telephone numbers set forth on the back cover of this Offer to Purchase.  Any Holder or beneficial owner that has questions concerning the procedures for tendering Preferred Shares or whose Preferred Shares have been mutilated, lost, stolen or destroyed should contact the Depositary at its address and telephone numbers set forth on the back cover of this Offer to Purchase.

 

None of the Dealer Managers, the Information Agent or the Depositary assumes any responsibility for the accuracy or completeness of the information concerning us or our affiliates or the Preferred Shares contained or referred to in this Offer to Purchase or for any failure by us to disclose events that may have occurred and may affect the significance or accuracy of such information.

 

FEES AND EXPENSES

 

We have agreed to pay the Dealer Managers a customary fee for their services in connection with the Tender Offer.  In addition, we have agreed to reimburse the Dealer Managers for their reasonable and documented out-of-pocket expenses for their services as Dealer Managers in connection with the Tender Offer.  We have also agreed to indemnify the Dealer Managers and their respective affiliates against certain liabilities under federal or state law, including liabilities under the federal securities laws, or otherwise caused by, relating to or arising out of the Tender Offer.

 

We will pay the Information Agent customary fees for its services and reimburse the Information Agent for its reasonable and documented out-of-pocket expenses in connection with the Tender Offer.  We have also agreed to indemnify the Information Agent for certain liabilities relating to or arising out of the Tender Offer.  We will pay the Depositary customary fees for its services and reimburse the Depositary for its reasonable out-of-pocket expenses in connection with the Tender Offer.  We have also agreed to indemnify the Depositary for certain liabilities relating to or arising out of the Tender Offer.

 

 

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We will pay brokerage firms and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Offer to Purchase and related materials to the beneficial owners of Preferred Shares and in handling or forwarding tenders of Preferred Shares by their customers.

 

MISCELLANEOUS

 

We are not aware of any jurisdiction in which the making of the Tender Offer is not in compliance with applicable law.  If we become aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with applicable law, we will make a good faith effort to comply with any such law or seek to have such laws declared inapplicable to the Tender Offer.  If, after such good faith effort, we cannot comply with any such law, the Tender Offer will not be made to (nor will tenders of Preferred Shares be accepted from or on behalf of) the Holders residing in such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on our behalf by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

 

Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed a statement on Schedule TO, which contains additional information with respect to the Tender Offer.  The Schedule TO, including the exhibits and any amendments and supplements to that document, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under “Available Information and Incorporation of Documents by Reference.”

 

We are responsible for the information contained and incorporated by reference in this Offer to Purchase.  We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you.

 

 

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The Depositary for the Tender Offer is:

 

Global Bondholder Services Corporation

 

By Regular, Registered or Certified Mail; Hand or Overnight Delivery: 65 Broadway – Suite 404 New York, New York 10006 Attn: Corporate Actions

By Facsimile Transmission: (212) 430-3775 (for eligible institutions only) To confirm receipt of facsimile by telephone: (212) 430-3774

Any questions or requests for assistance or additional copies of this Offer to Purchase may be directed to the Information Agent at the telephone numbers and address set forth below.  A Holder of Preferred Shares may also contact the Dealer Managers at their respective telephone numbers set forth below or such Holder’s broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.

 

The Information Agent for the Tender Offer is:

 

Global Bondholder Services Corporation

 

65 Broadway – Suite 404

New York, New York 10006

Attn: Corporate Actions

 

Banks and Brokers call: (212) 430-3774 (collect)

or

All others call Toll Free: (866) 807-2200

 

The Dealer Managers for the Tender Offer are:

 

Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Collect: (212) 761-8663 Toll-Free: (800) 624-1808 Attention: Liability Management Group

Citigroup Global Markets Inc. 390 Greenwich Street. 4th Floor New York, New York 10013 Collect: (212) 723-6106 Collect: (212) 723-7367 Toll-Free: (800) 558-3745 Attention: Liability Management Group

 

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Exhibit (a)(1)(B)

 

 

LETTER OF TRANSMITTAL

 

THE INTERPUBLIC GROUP OF COMPANIES, INC.

 

Offers to Purchase for Cash

 

Up to 370,000 Shares of

5¼% Series B Cumulative Convertible Perpetual Preferred Stock (the “Preferred Shares”)

(CUSIP Nos. 460690 803 and 460690 407)

(Aggregate Liquidation Preference of $370,000,000)

 

This Tender Offer (as defined below) will expire at midnight, New York City time, on May 26, 2010, unless extended or earlier terminated by us (such date and time, as the same may be extended, the “Expiration Time”).

 

The instructions contained in this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal”) should be read carefully before Preferred Shares are tendered.  All capitalized terms used herein and not defined have the meanings ascribed to them in the Offer to Purchase of The Interpublic Group of Companies, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), dated April 29, 2010 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, the “Offer Documents”).

 

Questions relating to the procedures for tendering Preferred Shares and requests for assistance may be directed to Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. (the “Dealer Managers”), at their respective address and telephone numbers on the back cover of this Letter of Transmittal.  Requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to Global Bondholder Services Corporation (the “Information Agent and Depositary”).

 

The Offer Documents constitute our offer (the “Tender Offer”) to purchase for cash, upon the terms and subject to the conditions set forth in the Offer Documents, including the proration provisions, up to 370,000 Preferred Shares at the Purchase Price (as defined below).  Assuming we accept for purchase the full 370,000 Preferred Shares for which we are tendering and that we pay the maximum Purchase Price, we will expend a maximum of $400,000,000 (inclusive of Accrued Dividends) in the Tender Offer.

 

We will fix the purchase price per Preferred Share (the “Purchase Price”) promptly after the close of trading on the New York Stock Exchange (the “NYSE”) on May 24, 2010, which is the second scheduled trading day prior to the date of the Expiration Time (such date, as it may be extended, the “Pricing Date”), and we will announce such Purchase Price no later than 9:00 a.m., New York City time, on the business day following the Pricing Date. The Purchase Price will be calculated as the sum of 54.893 multiplied by the Weighted Average Price (as defined herein), plus $438.95, subject to a minimum Purchase Price of $786.31 and a maxim um Purchase Price of $1,070.22. In addition to the Purchase Price, Holders that validly tender their Preferred Shares at or prior to the Expiration Time will also be paid accrued and unpaid dividends (“Accrued Dividends”) to, but not including, the Payment Date (as defined below) on such Preferred Shares that are accepted for purchase by us.  No tenders of Preferred Shares will be valid if submitted after the Expiration Time.

 

Throughout the Tender Offer, an indicative Purchase Price will be available at http://gbsc-usa.com/Interpublic and from the Information Agent and Depositary at its telephone numbers set forth on the back cover of this Offer to Purchase.  The Purchase Price will be available at http://gbsc-usa.com/Interpublic no later than 9:00 a.m., New York City time, on the on the business day following the Pricing Date.

 

Our obligation to accept for purchase, and to pay for, Preferred Shares validly tendered pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the Offer Conditions. See “Conditions to the Tender Offer” in the Offer to Purchase. Subject to applicable law and the terms and conditions set forth in this Offer to Purchase, we expressly reserve the right, at or prior to the Expiration Time, (i) assuming the conditions to the Tender Offer are not satisfied or waived, to terminate the Tender Offer and not accept for purchase any Preferred Shares not theretofore accepted for purchase, (ii) to waive any and all of the conditions to the Tender Offer, (iii) to extend the Expiration Time or (iv) to amend the terms of the Tender Offer.  The rights reserved by us in this paragraph are in addition to o ur rights to terminate the Tender Offer as described under “Conditions to the Tender Offer” in the Offer to Purchase.  The Tender Offer is not conditioned on any minimum number of Preferred Shares being tendered.

 

 

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Preferred Shares previously tendered may be withdrawn at or prior to the Expiration Time.  Except under certain limited conditions described in the Offer to Purchase, Preferred Shares previously tendered may not be withdrawn after the Expiration Time.

 

Only Preferred Shares that are validly tendered will be purchased.  However, acceptance of tendered Preferred Shares for purchase may be subject to proration in the event that the Tender Offer is oversubscribed as described in the Offer to Purchase.  In this Letter of Transmittal, we have used the convention of referring to all Preferred Shares that have been validly tendered and not validly withdrawn as having been “validly tendered.”

 

In the event that the Tender Offer is withdrawn or otherwise not completed, or if any tendered Preferred Shares are not accepted for purchase due to proration, the Purchase Price will not be paid or become payable to Holders even if the Preferred Shares have been validly tendered in connection with the Tender Offer.  In any such event, the Preferred Shares previously tendered by Holders pursuant to the Tender Offer will be promptly returned to such tendering Holders.  The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer Documents, including the proration provisions.  Holders should carefully review such information.

 

The payment date with respect to the Tender Offer is expected to be promptly following the Expiration Time, assuming all conditions to the Tender Offer have been satisfied or waived.  Payment for any Preferred Shares accepted for purchase will be made in immediately available (same-day) funds.  Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders for Preferred Shares validly tendered and accepted for purchase in the Tender Offer.

 

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL PREFERRED SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF PREFERRED SHARES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

 

Holders must tender their Preferred Shares by book-entry transfer to the Depositary’s account at The Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) through DTC’s Automated Tender Offer Program (“ATOP”), for which the Tender Offer will be eligible.  DTC participants that are accepting the Tender Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Depositary’s account at DTC.  DTC will then send an Agent’s Message to the Depositary for its acceptance.  The Agent’s Message will state that DTC has received an express acknowledgment from the DTC participant tendering Preferred Shares that such DTC participant has received the Offer Documents and agrees to be bound by the terms of the Tender Offer as set forth in the Offer Documents and that we may enforce such agreement against such participant.

 

If we make a material change in the terms of the Tender Offer or the information concerning the Tender Offer, we will publicly announce such changes or information or disseminate additional offering materials and extend the Tender Offer to the extent required by law. If the Tender Offer is amended at or prior to the Expiration Time in a manner determined by us to constitute a material adverse change to the Holders, we will promptly disclose such amendment and, if necessary, extend the Tender Offer for a period deemed by us to be adequate and in compliance with applicable law to permit Holders to withdraw their Preferred Shares. If the consideration to be paid in the Tender Offer is increased or decreased, the Maximum Payment Amount or number of Preferred Shares subject to the Tender Offer is increased or decreased or the pricin g formula, minimum Purchase Price or maximum Purchase Price is changed, if required by applicable law, the Tender Offer will remain open at least ten business days from the date we first give notice to Holders of such Preferred Shares, by public announcement or otherwise, of such change, increase or decrease. In addition, we may, if we deem appropriate, extend the Tender Offer for any other reason.

 

 

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Any termination, extension or amendment will be followed promptly by public announcement thereof, the announcement in the case of an extension of the Tender Offer to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. Without limiting the manner in which any public announcement may be made, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release through Business Wire or Dow Jones News Service.

 

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NOTE: PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

 

Ladies and Gentlemen:

 

The transmission of an Agent’s Message by a Holder in connection with the tender of Preferred Shares will be deemed to constitute the tender of the Preferred Shares to which such Agent’s Message relates.  Such tendering Holder thereby acknowledges receipt of the Offer to Purchase and this Letter of Transmittal and the instructions hereto, which together constitute our Tender Offer for any and all of our outstanding Preferred Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, including the proration provisions, for the consideration set forth in the Offer to Purchase.

 

A Holder that tenders Preferred Shares acknowledges and agrees that tendered Preferred Shares may not be withdrawn except in accordance with the procedures and conditions for withdrawal set forth in the Offer to Purchase.

 

Subject to, and effective upon, the acceptance for purchase of, and payment for, the Preferred Shares tendered, a Holder that tenders Preferred Shares (1) represents, warrants and agrees that such Holder has received and read a copy of the Offer Documents, understands and agrees to be bound by all the terms and conditions of the Tender Offer and has full power and authority to tender such Preferred Shares; (2) irrevocably sells, assigns and transfers to us or upon our order, all right, title and interest in and to the tendered Preferred Shares; (3) waives any and all other rights with respect to the tendered Preferred Shares (including, without limitation, the waiver of any existing or past defaults and their consequences in respect of the Preferred Shares and the Certificate of Designations under which the Preferred Shares were iss ued); (4) releases and discharges us from any and all claims such Holder may have now, or may have in the future, arising out of, or related to, the tendered Preferred Shares, including, without limitation, any claims that such Holder is entitled to receive additional dividend payments with respect to the tendered Preferred Shares; (5) will, upon our request or the request of Global Bondholder Services Corporation (the “Depositary”), as applicable, execute and deliver any additional documents necessary or desirable to complete the tender of such Preferred Shares; and (6) irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of such Holder, with full knowledge that the Depositary also acts as our agent, with respect to any such tendered Preferred Shares, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) t o (a) transfer ownership of such Preferred Shares on the account books maintained by DTC to us and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Shares (except that the Depositary will have no rights to, or control over, funds from us, except as agent for the tendering Holders for the Purchase Price and Accrued Dividends (as defined below), for any tendered Preferred Shares that are purchased by us).

 

A Holder that tenders Preferred Shares understands that tendered Preferred Shares may be withdrawn by written notice of withdrawal received by the Depositary at any time at or prior to the Expiration Time, but not thereafter, except as set forth in the Offer to Purchase.  For a withdrawal of a tender of Preferred Shares to be valid, such withdrawal and revocation must comply with the procedures set forth in the Offer to Purchase under “Withdrawal of Tenders.” Except under certain limited conditions described in the Offer to Purchase, tendered Preferred Shares may not be withdrawn subsequent to the Expiration Time.

 

A Holder that tenders Preferred Shares understands that we will calculate the Purchase Price promptly after the close of trading on the New York Stock Exchange (the “NYSE”) on May 24, 2010, which is the second scheduled trading day prior to the date of the Expiration Time (such date, as it may be extended, “Pricing Date”), and we will announce such Purchase Price no later than 9:00 a.m., New York City time, on the business day following the Pricing Date. The Purchase Price will be calculated as the sum of 54.893 multiplied by the Weighted Average Price (as defined herein), plus $438.95, subject to a minimum Purchase Price of $768.31 and a maximum Purchase Price of $1,070.22.

 

For purposes of the Purchase Price calculation, “Weighted Average Price” means the arithmetic average of the daily volume-weighted average prices of our Common Stock, beginning on May 18, 2010 and ending on the Pricing Date.  The daily volume-weighted average price shall equal the per share dollar volume-weighted average price for our Common Stock during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading at the NYSE) and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading at the NYSE) as reported by Bloomberg Financial Services through its “Volume at Price” (IPG <Equity> VAP <Go>) functions (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such trading day determined, using a volume-weighted average method, by a nationally recognized investment banking firm retained by us for this purpose).  The Weighted Average Price and the variable cash component of the Purchase Price will be rounded to the nearest whole cent.

 

 

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In addition to the Purchase Price, Holders that validly tender their Preferred Shares pursuant to the Tender Offer will also be paid accrued and unpaid dividends (“Accrued Dividends”) to, but not including, the payment date, on such tendered Preferred Shares that are accepted for purchase by us.

 

A Holder that tenders Preferred Shares understands that Preferred Shares that are withdrawn will not receive the Purchase Price with respect to withdrawn Preferred Shares.

 

We reserve the right to terminate the Tender Offer at or prior to the Expiration Time.  Any such termination will be followed promptly by public announcement thereof.  In the event that we terminate the Tender Offer, we will give immediate notice thereof to the Depositary, and all Preferred Shares theretofore tendered and not accepted for payment will be returned promptly to the tendering Holders thereof.  In the event that the Tender Offer is withdrawn or otherwise not completed, the Purchase Price will not be paid or become payable to Holders of the Preferred Shares that have validly tendered their Preferred Shares in connection with the Tender Offer.  See “Withdrawal of Tenders” and “Conditions to the Tender Offer” in the Offer to Purchase.  A Holder that t enders Preferred Shares understands and acknowledges that the Tender Offer will expire at the Expiration Time, unless extended or earlier terminated by us in our sole discretion, and that no tenders of Preferred Shares will be valid if submitted after the Expiration Time.

 

If we make a material change in the terms of the Tender Offer or the information concerning the Tender Offer, we will publicly announce such changes or information or disseminate additional offering materials and extend the Tender Offer to the extent required by law. If the Tender Offer is amended at or prior to the Expiration Time in a manner determined by us to constitute a material adverse change to the Holders, we will promptly disclose such amendment and, if necessary, extend the Tender Offer for a period deemed by us to be adequate and in compliance with applicable law to permit Holders to withdraw their Preferred Shares. If the consideration to be paid in the Tender Offer is increased or decreased, the Maximum Payment Amount or number of Preferred Shares subject to the Tender Offer is increased or decreased or the pricing for mula, minimum Purchase Price or maximum Purchase Price is changed, if required by applicable law, the Tender Offer will remain open at least ten business days from the date we first give notice to Holders of such Preferred Shares, by public announcement or otherwise, of such change, increase or decrease. In addition, we may, if we deem appropriate, extend the Tender Offer for any other reason.

 

A Holder that tenders Preferred Shares understands that our obligation to accept for purchase, and to pay for, Preferred Shares validly tendered pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the Offer Conditions (as defined in the Offer to Purchase).

 

A Holder that tenders Preferred Shares understands that a tender of Preferred Shares pursuant to the procedures described in the Offer to Purchase and in the instructions hereto, and acceptance thereof by us, will constitute a binding agreement between the tendering Holder and us upon the terms and subject to the conditions of the Tender Offer.

 

A Holder that tenders Preferred Shares represents and warrants that (1) such tendering Holder has full power and authority to tender, sell, assign and transfer the tendered Preferred Shares and (2) when such Preferred Shares are accepted for purchase and payment by us, we will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right.  Such tendering Holder will, upon request, execute and deliver any additional documents deemed by the Depositary or by us to be necessary or desirable to complete the sale, assignment and transfer of the tendered Preferred Shares.

 

A Holder that tenders Preferred Shares understands that we will be deemed to have accepted for purchase validly tendered Preferred Shares, or defectively tendered Preferred Shares for which we have waived such defect, if, as and when we give oral or written notice thereof to the Depositary.

 

 

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A Holder that tenders Preferred Shares understands that, under certain circumstances and subject to certain conditions of the Tender Offer set forth in the Offer to Purchase, each of which we may waive, we will not be required to accept for purchase any of the Preferred Shares tendered.  Any Preferred Shares not accepted for purchase will be returned promptly to the tendering Holder.

 

All authority conferred or agreed to be conferred by a tender of Preferred Shares will survive the death or incapacity of the tendering Holder and every obligation of the tendering Holder under this Letter of Transmittal will be binding upon the tendering Holder’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

 

A Holder that tenders Preferred Shares understands that the delivery and surrender of Preferred Shares is not effective, and the risk of loss of Preferred Shares does not pass to the Depositary, until receipt by the Depositary of (i) timely confirmation of a book-entry transfer of such Preferred Shares into the Depositary’s account at DTC pursuant to the procedures described in the Offer to Purchase, (ii) a properly transmitted Agent’s Message and any other documents required by us in form satisfactory to us.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tendered Preferred Shares will be determined by us, which determination will be final and binding.

 

In consideration for our purchase of tendered Preferred Shares pursuant to the Tender Offer, a tendering Holder waives, releases, forever discharges and agrees not to sue us, or our former, current or future directors, officers, employees, agents, subsidiaries, affiliates, stockholders, predecessors, successors, assigns or other representatives as to any and all claims, demands, causes of action and liabilities of any kind and under any theory whatsoever, whether known or unknown (excluding any liability arising under U.S. federal securities laws in connection with the Tender Offer), by reason of any act, omission, transaction or occurrence, that the tendering Holder ever had, now has or hereafter may have against us as a result of or in any manner related to:

 

·	the tendering Holder’s purchase, ownership or disposition of the Preferred Shares pursuant to the Tender Offer; or

·	any decline in the value thereof up to and including the Expiration Time.

 

Without limiting the generality or effect of the foregoing, upon the purchase of Preferred Shares pursuant to the Tender Offer, we will obtain all rights relating to the tendering Holder’s ownership of Preferred Shares and any and all claims relating thereto.

 

A tendering Holder understands that payment will be deemed to have been made by us upon the transfer by us of the Purchase Price, plus Accrued Dividends on the Preferred Shares purchased by us, payable to the Depositary or, in accordance with the Depositary’s instructions, to DTC.  A Holder that tenders Preferred Shares further acknowledges and agrees that (1) under no circumstances will interest on the Purchase Price be paid by us by reason of any delay on the part of the Depositary or DTC in making such payment and (2) the payment made by us to the Depositary or, upon the instructions of the Depositary, to DTC, will fully discharge our obligations to make payment in relation to the Tender Offer and in no event will we be liable for interest or damages in relation to any delay or failure of payment to be remitted to any Holder.

 

 

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INSTRUCTIONS

 

Forming Part of the Terms and Conditions of the Tender Offer

 

1.           Book-Entry Confirmations; Withdrawal of Tenders.  The Depositary and DTC have confirmed that the tender of Preferred Shares pursuant to the Tender Offer is eligible for ATOP.  Accordingly, Holders must electronically transmit their acceptance of the Tender Offer by causing DTC to transfer their Preferred Shares to the Depositary in accordance with DTC’s ATOP procedures.  Upon receipt of such Holder’s acceptance through ATOP, DTC will edit and verify the acceptance and send an Agent’s Message to the Depositary for its acceptance.  The Agent’s Message will state that DTC has received an express acknowledgment from the DTC participant tendering Preferred Shares and that such DTC participant has received and agrees to be bound by the terms and conditions of the Tender Offer as set forth in the Offer to Purchase and this Letter of Transmittal and that we may enforce such agreement against such participant.

 

Tenders of Preferred Shares pursuant to the Tender Offer will be accepted until the Expiration Time in accordance with the procedures described herein and otherwise in compliance with this Letter of Transmittal.  No alternative, conditional or contingent tenders of Preferred Shares will be accepted.  Except as otherwise provided below, delivery of tendered Preferred Shares will be deemed made only after timely receipt by the Depositary of (i) timely confirmation of a book-entry transfer of such Preferred Shares into the Depositary’s account at DTC pursuant to the procedures described herein, (ii) a properly transmitted Agent’s Message and any other documents required by us.

 

A tendering Holder, by electronically transmitting its acceptance through DTC’s ATOP, waives all rights to receive notice of acceptance of such Holder’s Preferred Shares for purchase.

 

Holders that wish to exercise their right of withdrawal with respect to the Tender Offer must give written notice of withdrawal, which notice must be received by the Depositary at or prior to the Expiration Time, or at such other permissible times as are described in the Offer to Purchase, or by a properly transmitted “Request Message” through ATOP.  In order to be valid, a notice of withdrawal must (i) specify the name of the person who tendered the Preferred Shares to be withdrawn, (ii) contain the description of the Preferred Shares to be withdrawn and the aggregate liquidation preference represented by such Preferred Shares and (iii) unless transmitted through ATOP, be signed by the Holder of such Preferred Shares in the same manner as the original signature on the Agent’s Message by which such Prefer red Shares were tendered, or be accompanied by (a) documents of transfer sufficient to have the applicable transfer agent for the Preferred Shares register the transfer of the Preferred Shares into the name of the person withdrawing such Preferred Shares and (b) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such Holder.  Validly withdrawn Preferred Shares may be retendered by following the procedures described herein and in the Offer to Purchase at any time at or prior to the Expiration Time.

 

2.           Transfer Taxes.  We will pay all transfer taxes applicable to the purchase and transfer of Preferred Shares pursuant to the Tender Offer, except if the payment of the Purchase Price is being made to any person other than the registered Holder of Preferred Shares tendered thereby, the amount of any transfer taxes (whether imposed on the registered Holder(s) or such other person(s)) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

 

3.           Irregularities.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tendered Preferred Shares pursuant to any of the procedures described above will be determined by us in our sole discretion, which determination will be final and binding.  Alternative, conditional or contingent tenders will not be considered valid. We expressly reserve the right, in our sole discretion, subject to applicable law, to reject any or all tenders of any Preferred Shares determined by us not to be in proper form or if the acceptance for purchase of, or payment for, such Preferred Shares may, in the opinion o f our counsel, be unlawful.  We also reserve the right, subject to applicable law, to waive, in our sole discretion, any defect or irregularity in any tender of Preferred Shares of any particular Holder, whether or not similar defects or irregularities are waived in the case of other Holders.  A waiver of any defect or irregularity with respect to the tender of Preferred Shares by a Holder will not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Preferred Shares.  Our interpretation of the terms and conditions of the Tender Offer, (including the this Letter of Transmittal and the instructions hereto) will be final and binding.  Any defect or irregularity in connection with tenders of Preferred Shares must be cured within such time as we determine, unless waived by us.  Tenders of Preferred Shares will not be deemed to have been made until all defects or irregularities have been waived by us or cured.   All Holders that tender Preferred Shares waive any right to receive notice of the acceptance of their Preferred Shares for purchase.  Neither we, the Dealer Managers, the Information Agent and Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification.  If we waive our right to reject a defective tender of Preferred Shares, the Holder will be eligible to receive payment of the Purchase Price for such tendered Preferred Shares.

 

 

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4.           Waiver of Conditions.  We expressly reserve the right to amend or waive any of the conditions to the Tender Offer in the case of any Preferred Shares tendered, in whole or in part, at any time and from time to time.

 

5.           Requests for Assistance or Additional Copies.  Questions relating to the procedure for tendering Preferred Shares and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Dealer Managers or the Information Agent whose addresses and telephone numbers appear on the back cover of this Letter of Transmittal.

 

 

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IMPORTANT TAX INFORMATION

 

PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, WE ARE INFORMING YOU THAT (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS LETTER OF TRANSMITTAL OR ANY DOCUMENT REFERRED TO HEREIN IS NOT INTENDED AND WAS NOT WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY HOLDER FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE U.S. FEDERAL TAX LAWS THAT MAY BE IMPOSED ON THE HOLDER, (B) THIS DISCUSSION WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY US OF THE OFFER TO PURCHASE, AND (C) EACH HOLDER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

 

The Federal income tax discussion set forth below is included for general information only.  Each Holder is urged to read the section entitled “Certain Federal Income Tax Considerations” in the Offer to Purchase and to consult such Holder’s tax advisor to determine the particular tax consequences to such Holder (including the applicability and effect of state, local and other tax laws) of payment in respect of tendered Preferred Shares.  Certain Holders may be subject to special rules not discussed below.  The discussion does not consider the effect of any applicable foreign, state, local, or other tax laws.

 

Taxpayer Identification Number and Backup Withholding

 

U.S. federal income tax laws generally require a tendering Holder to provide such Holder’s correct taxpayer identification number (“TIN”) and a certification that such Holder is not subject to backup withholding on Form W-9, which is provided below, or, alternatively, to establish another basis for exemption from back-up withholding.  In addition to penalties, failure to provide the payor with the correct information and certification or an adequate basis for an exemption from back-up withholding may result in back-up withholding at a current rate of 28% on all payments made to Holders or other payees pursuant to the Offer.  Any amounts withheld under the back-up withholding rules will be allowed as a credit against the Holder̵ 7;s U.S. federal income tax liability.  If withholding results in an overpayment of taxes, the Holder may obtain a refund if the required information is timely provided to the IRS.  In order to avoid back-up withholding, each tendering Holder that is a U.S. Holder (as defined in “Certain Federal Income Tax Considerations” in the Offer to Purchase) must provide (i) its correct TIN by completing Form W-9, certifying, under penalties of perjury, (1) that the TIN provided is correct (or that such Holder is awaiting a TIN), (2) that (A) the Holder is exempt from back-up withholding, or (B) the IRS has not notified the Holder that such Holder is subject to back-up withholding as a result of a failure to report all interest or dividends or (C) the IRS has notified the Holder that such Holder is no longer subject to back-up withholding, and (3) that the Holder is a U.S. person (including a U.S. resident alien), or (ii), if applicable, an adequate basis for exemption.  If the tendering U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write “Applied For” in the space provided for the TIN in Part I of Form W-9, and sign and date Form W-9.  If “Applied For” is written in Part I and the payor is not provided with a TIN by the time of payment, the payor will withhold 28% from any payments made pursuant to the Offer.  Certain Holders (including, among others, corporations and certain foreign persons) are not subject to these back-up withholding and reporting requirements.  Exempt U.S. Holders should indicate their exempt status on Form W-9.  For further information concerning back-up withholding and instructions for completing Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Form W-9 if Preferred Shares are held in more than one name), consult the enclosed Form W-9 and relat ed instructions.

 

In order for a tendering holder of Preferred Shares who is not a U.S. Holder (as defined in “Certain Federal Income Tax Considerations” in the Offer to Purchase) to qualify as an exempt recipient with respect to back-up withholding such holder generally must provide a properly completed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of Form W-9), signed under penalties of perjury, attesting to such Holder’s foreign status.  An appropriate Form W-8 can be obtained from www.irs.gov.

 

Failure to provide the information on the attached Form W-9 or the applicable Form W-8 may subject the Payee to a $50 penalty imposed by the Internal Revenue Service and 28 % federal income tax backup withholding on any payment.  Backup withholding is not an additional tax.  Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

 

 

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Withholding Tax

 

Even if a Non-U.S. Holder has provided the required certification to avoid backup withholding, a Non-U.S. Holder that is deemed to receive a dividend distribution from the Company with respect to the Preferred Shares tendered would be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) on the portion of the distribution treated as a dividend to the Non-U.S. Holder if the dividend is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. Holder (or, if an income tax treaty applies, the Non-U.S. Holder does not maintain a U.S. permanent establishment).

 

In some cases, payments made to Non-U.S. Holders with respect to the Tender Offer may not be subject to U.S. withholding tax if the Non-U.S. Holder certifies that it is not a U.S. person and that it met the “complete termination,” “substantially disproportionate,” or “not essentially equivalent to a dividend” test in respect of the Tender Offer, although receipt of the full payment may be delayed until the certification is provided.  Non-U.S. Holders tendering shares held through a broker or other nominee should consult such broker or other nominee and their own tax advisors to determine the particular withholding procedures that will be applicable to them.

 

NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND ANY RELEVANT REFUND PROCEDURE.

 

 

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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED INSTRUCTIONS FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON FORM W-9. FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

 

 

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The Depositary for the Tender Offer is:

Global Bondholder Services Corporation

 

By Facsimile:

(For Eligible Institutions Only)

(212) 430-3775

Confirmation:

(212) 430-3774

By Mail:   65 Broadway—Suite 404 New York, NY  10006

By Overnight Courier:   65 Broadway—Suite 404 New York, NY  10006

By Hand:   65 Broadway—Suite 404 New York, NY  10006

Any questions or requests for assistance or additional copies of this Letter of Transmittal may be directed to the Information Agent at the telephone numbers and address set forth below.  A Holder of Preferred Shares may also contact the Dealer Managers at their respective telephone numbers set forth below or such Holder’s broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.

 

The Information Agent for the Tender Offer is:

 

Global Bondholder Services Corporation

 

65 Broadway – Suite 404

New York, NY 10006

Attn: Corporate Actions

Banks and brokers call collect:

(212) 430-3774

All others, call toll-free:

(866) 807-2200

 

The Dealer Managers for the Tender Offer are:

 

Morgan Stanley 1585 Broadway New York, New York 10036 Collect: (212) 761-8663 Toll-Free: (800) 624-1808 Attention: Liability Management Group

Citigroup Global Markets Inc. 390 Greenwich Street. 4th Floor New York, New York 10013 Collect: (212) 723-6106 Collect: (212) 723-7367 Toll-Free: (800) 558-3745 Attention: Liability Management Group

 

 

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Exhibit (a)(5)

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

IPG ANNOUNCES TENDER OFFER FOR UP TO 370,000 SHARES OF ITS 5¼% SERIES B

CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK

(CUSIP NOS. 460690 803 AND 460690 407)

New York, NY – April 29, 2010 –  The Interpublic Group of Companies, Inc. (“IPG”) (NYSE:IPG) announced today the commencement of an offer by IPG to purchase for cash up to 370,000 shares of its outstanding 5¼% Series B Cumulative Convertible Perpetual Preferred Stock (the “Preferred Shares”).  The tender offer will commence on April 29, 2010 and will expire at midnight on May 26, 2010 (such date and time, as it may be extended, the “Expiration Time”).  Tendered shares may be withdrawn at anytime prior to the Expiration Time.

IPG will fix the purchase price (such price, the “Purchase Price”) promptly after the close of trading on the New York Stock Exchange (the “NYSE”) on May 24, 2010, which is the second scheduled trading day prior to the date of the Expiration Time, (such date, as it may be extended, the “Pricing Date”), and will announce such Purchase Price no later than 9:00 a.m., New York City time, on the business day following the Pricing Date. The Purchase Price will be calculated as the sum of 54.893 multiplied by the Weighted Average Price, plus $438.95, subject to a minimum Purchase Price of $768.31 and a maximum Purchase Price of $1,070.22.  For purposes of the Purchase Price calculation, “Weighted Average Price” means the arithmetic average of the daily volume-weighted average prices of IPG’s common stock, beginning on May 18, 2010 and ending on the Pricing Date.  The daily volume-weighted average price shall equal the per share dollar volume-weighted average price for IPG’s common stock during the period beginning at 9:30 a.m., New

 

 

 

Interpublic Group   1114 Avenue of the Americas   New York, NY 10036   212-704-1200 tel  212-704-1201  fax

 

 

 

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York City time (or such other time as is the official open of trading at the NYSE) and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading at the NYSE) as reported by Bloomberg Financial Services through its “Volume at Price” (IPG <Equity> VAP <Go>) functions (or if such volume-weighted average price is unavailable, the market price of one share of common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized investment banking firm retained by IPG for this purpose).  The Weighted Average Price and the variable cash component of the Purchase Price will be rounded to the nearest whole cent.

 

In addition to the Purchase Price, Holders that validly tender their Preferred Shares at or prior to the Expiration Time will also be paid accrued and unpaid dividends to, but not including, the payment date on such Preferred Shares that are accepted for purchase by IPG.  Assuming IPG accepts the full 370,000 shares for which it is tendering and that it pays the maximum Purchase Price, it will expend a maximum of $400,000,000 (inclusive of accrued dividends).

The terms and conditions of the tender offer appear in IPG’s Offer to Purchase, dated April 29, 2010, and the related Letter of Transmittal.  Copies of these and other related documents will be mailed to holders of the Preferred Shares.  Subject to applicable law, IPG may extend or otherwise amend the tender offer.  Completion of the tender offer is not conditioned on a minimum number of Preferred Shares being tendered.  The consummation of the tender offer is subject to certain conditions described in the Offer to Purchase.

IPG has retained Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. to serve as dealer managers for the tender offers, and Global Bondholder Service Corporation to serve as the information agent and the depositary.  Copies of the Offer to Purchase and related documents may be obtained at no charge by contacting the information agent and depositary at (866) 807-2200 (toll-free) or, for banks and brokers, at (212) 430-3774 (collect).  Questions regarding the tender offers may be directed to: Morgan Stanley & Co. Incorporated at (800) 624-1808 (toll-free) or (212) 761-8663 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or (212) 723-7367 (collect).

Neither IPG, its board of directors, the information agent and depositary nor the dealer managers make any recommendation as to whether holders should tender or refrain from tendering the Preferred Shares.

This news release shall not constitute an offer to purchase securities, nor is it a solicitation of an offer to sell securities.  The tender offer may only be made pursuant to the Offer to Purchase and the accompanying Letter of Transmittal.  Copies of the

 

 

Interpublic Group   1114 Avenue of the Americas   New York, NY 10036   212-704-1200 tel  212-704-1201  fax

 

 

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 Offer to Purchase, the Letter of Transmittal and related documents may be obtained at no charge from the information agent or from the SEC’s Web site at http://www.sec.gov.  These documents contain important information, and holders should read them carefully before making any investment decision.  The tender offer is not being made to holders of Preferred Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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About Interpublic

Interpublic is one of the world's leading organizations of advertising agencies and marketing services companies.  Major global brands include Draftfcb, FutureBrand, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe Worldwide, Magna, McCann Erickson, Momentum, MRM Worldwide, Octagon, UM and Weber Shandwick.  Leading domestic brands include Campbell-Ewald; Campbell Mithun; Carmichael Lynch; Deutsch, a Lowe & Partners Company; Hill Holliday; ID Media; Mullen; The

 

 

Interpublic Group   1114 Avenue of the Americas   New York, NY 10036   212-704-1200 tel  212-704-1201  fax

 

 

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Martin Agency and R/GA.  For more information, please visit www.interpublic.com.

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Contact Information

Philippe Krakowsky (212) 704-1328

Jerry Leshne (Analysts, Investors) (212) 704-1439

Interpublic Group   1114 Avenue of the Americas   New York, NY 10036   212-704-1200 tel  212-704-1201  fax

 

 

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Cautionary Statement

 This release contains forward-looking statements.  Statements in this release that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements.  These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K.  Forward-looking statements speak only as of the date they are made, and we undertake 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, the following:

·	potential effects of a challenging economy, for example, on the demand for our advertising and marketing services, on our clients’ financial condition and on our business or financial condition;

·	our ability to attract new clients and retain existing clients;

·	our ability to retain and attract key employees;

·	risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened economy;

·	potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

·	risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in economic growth rates, interest rates and currency exchange rates; and

·	developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K.

Interpublic Group   1114 Avenue of the Americas   New York, NY 10036   212-704-1200 tel  212-704-1201  fax