GfK and TNS discuss merger

The Boards of the two companies believe that a merged GfK and TNS, which would establish the world’s second largest market information group by revenues, would be able to capitalize on the global opportunities in the market information industry with specific expertise in the consumer, technology, media and healthcare sectors. The combination would also significantly strengthen the syndicated business of the merged group, particularly in consumer panels and media audience measurement. It would also extend coverage in the fast growing markets of Asia, Latin America and Eastern Europe.

The Boards of GfK and TNS pointed out that they also believe a combination would deliver significant value to both GfK and TNS shareholders through substantial operating efficiencies and enhanced revenue opportunities.

The key terms of the transaction currently envisaged by GfK and TNS are as follows:

the merged group would be renamed GfK-TNS;

the global head office would be based in London and a German head office with significant business operations would be based in Nuremberg;

Shareholders of GfK and TNS would each hold 50% of the merged group, by way of a share for share offer for GfK by TNS;

the merged group would have a unitary board, the composition of which would reflect the nature a merger of equals;

the Chairmen of each of GfK and TNS, Hans-Joachim Riesenbeck and Donald Brydon respectively, would become Co-Chairmen of the board of the merged group. It is intended that Donald Brydon would step down in favor of Hans-Joachim Riesenbeck’s, CEO of GfK, at the 2010 AGM of the merged group;

the Chief Executive of the merged group would be David Lowden, currently CEO of TFS;

the GfK Association, currently the largest shareholder in GfK, will be the largest shareholder in the merged group, holding approximately 28% of the stock and, for as long as it holds at least 15% of the voting capital, will have the right to appoint one Non-Executive Director to the board of the merged company;

Professor Dr. Klaus Wübbenhorst, currently CEO of GfK, would be the delegate of the GfK Association as a Non-Executive Director on the board of the merged company;

Both companyies emphasized that negotiations are continuing on detailed terms and there can be no certainty that a a final agreement will be achieved neither on the terms on which such an agreement would be based.

Any transaction would be subject to customary conditions and approvals, GfK and TNS said.