FRANKFURT, Germany, Feb. 25, 2002 (PRIMEZONE) -- OgilvyOne worldwide GmbH & Co. KG, Frankfurt am Main, a wholly-owned subsidiary of WPP Group plc (Nasdaq:WPPGY), (LSE:WPP), made a public purchase offer on February 23, 2002 to all shareholders of Concept! AG, a company listed on the Neuer Markt of the Frankfurt Stock Exchange (securities identification number 528 780) to acquire all of the shares in Concept! AG. The purchase price being offered by OgilvyOne is 6.80 euro in cash per Concept! share. The purchase offer is aimed at the acquisition of control of Concept! AG and thus constitutes a takeover offer pursuant to Division 4 of the German Securities Acquisition and Takeover Act (WpUG). The acceptance period for the public purchase offer runs from February 23 until March 25, 2002.
On February 14, 2002 the German Federal Cartel Office issued the necessary official approval for the proposed concentration between OgilvyOne and Concept! AG.
The offer price of 6.80 euro per Concept! share contains a premium of 2.06 euro, or approximately 43 %, above the weighted average domestic stock exchange price of the last three months prior to January 16, 2002, the date on which OgilvyOne published its decision to make the purchase offer.
OgilvyOne and other WPP companies already hold approximately 20% of the registered share capital of Concept! AG. On January 15, 2002 OgilvyOne concluded a sale and purchase agreement with the founder of Concept! AG, Volker Tietgens, pursuant to which Volker Tietgens sold approximately 49% of the Concept! shares to OgilvyOne at a purchase price of 6.80 euro per Concept! share. On the same date, eight further shareholders of Concept! AG entered into contractual undertakings with OgilvyOne to accept the public purchase offer in respect of all Concept! shares held by them. Following completion of these agreements, members of the WPP group will thus hold in aggregate approximately 79.5% of the Concept! shares.
OgilvyOne published its decision to make the purchase offer on January 16, 2002. In a press announcement of the same date, the managing board of Concept! AG welcomed this decision and described the offer price of 6.80 euro per Concept! share as fair and appropriate. The managing board and the supervisory board of Concept! AG are obliged, pursuant to Para. 27 WpUG, to issue a reasoned statement on the purchase offer without undue delay following transmission of the Offer Document.
The Offer Document will be published on the internet at http://www.kirchhoff.de/ogilvy-concept-angebot
An English translation of the Offer Document will be held for distribution to U.S. resident shareholders of Concept! AG, free of charge at Westdeutsche Landesbank Girozentrale, HerzogstraBe 15, 40217 Duesseldorf, Fax: +49 211 8267617. U.S. resident shareholders of Concept! AG may also request copies of the English translation of the Offer Document on the internet at http://www.kirchhoff.de/ogilvy-concept-angebot.
Updates regarding the number of tendered shares will be published in the German language in a German newspaper, in English in the Wall Street Journal and on the internet, in both the German and the English language, at http://www.kirchhoff.de/ogilvy-concept-angebot. Copies of the English versions of these updates will also be held for distribution to U.S. resident shareholders of Concept! AG, free of charge at Westdeutsche Landesbank Girozentrale, HerzogstraBe 15, 40217 Duesseldorf, Fax: +49 211 8267617. U.S. resident shareholders of Concept! AG may also request copies of the English versions of these updates on the internet at http://www.kirchhoff.de/ogilvy-concept-angebot.
Concept! shareholders who wish to accept the purchase offer should get in touch with their custodian bank. The sale of Concept! shares within the framework of the purchase offer and in accordance with the provisions of the Offer Document is free of costs and expenses for Concept! shareholders.
Background to the Purchase Offer
OgilvyOne has been cooperating closely with Concept! AG for about two years. The objective of the proposed takeover of Concept! AG is to integrate the company more closely into the OgilvyOne network and to further intensify cooperation. The services that Concept! AG provide fit seamlessly into the service range of OgilvyOne. The integration of Concept! AG into the OgilvyOne network will extend the position of OgilvyOne KG in the German market for interactive services and further improve the quality of the network.
About OgilvyOne worldwide
With 200 employees in Germany OgilvyOne worldwide is one of the leading CRM/dialogue marketing agencies. OgilvyOne worldwide operates from Frankfurt and Duesseldorf in Germany and has 123 offices in 56 countries worldwide. Year of establishment: 1977. OgilvyOne worldwide is thus one of the strongest and most experienced networks for CRM. In Germany the group includes OgilvyOne healthcare relations, OgilvyOne teleservices, Rodgau; OgilvyInteractive, Wiesbaden (subsidiary of Concept! AG). Like the classic agency group Ogilvy & Mather, the OgilvyOne network belongs to the advertising holding company WPP.
More information on the internet: www.ogilvyone.de
About WPP
WPP Group plc is one of the world's leading communications services groups, whose services cover the whole range of consultancy services in communications; from advertising, media investment management, customer relationship management, public relations and public affairs, branding and identity to specialist expert communications for areas such as healthcare. The customers range from national to global businesses. Media communications brands in the WPP network are: the advertising agencies J. Walter Thompson Company, Ogilvy & Mather Worldwide, Young & Rubicam (2000) and Red Cell; the media investment management agencies MindShare and Mediaedge:CIA; the market research companies Millward Brown, Research International and Kantar Media Research; the CRM/dialogue marketing and interactive networks OgilvyOne Worldwide and Wunderman; the public relations and public affairs firms Hill and Knowlton, Ogilvy Public Relations Worldwide, Burson-Marsteller and Cohn & Wolfe; the healthcare experts CommonHealth and Sudler & Hennessey, branding and identity firms Enterprise IG and Landor. In addition, the WPP network contains firms offering services such as promotions, interactive, web communications and high-tech marketing. WPP employs approximately 67,000 people in about 14,000 offices in 102 countries.
For further information on the internet: http://www.wpp.com und http://www.wppinvestor.com
Disclaimer
This press release may contain forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially including adjustments arising from the annual audit by management and the company's independent auditors. For further information on factors which could impact the company and the statements contained herein, please refer to public filings by the company with the Securities and Exchange Commission. The statements in this press release should be considered in light of these risks and uncertainties.