Disclaimer
IMPORTANT: You must read the following disclaimer before continuing. This disclaimer applies to any materials accessed from this website or otherwise received as a result of such access and you are therefore advised to read this disclaimer carefully before accessing, reading or making any other use of these materials. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit this website.
You are attempting to enter the website that Taylor Nelson Sofres plc (“TNS”) has designated for the publication of documents and information in connection with the proposed merger (the “Merger”) of TNS and GfK Aktiengesellschaft (“GfK”) to be effected by way of a public exchange offer for all shares of GfK by TNS.
TNS intends to publish on this website an offer (the "intended Offer”) announced on 3 June 2008 to acquire all shares of GfK with the consideration being the issue of new ordinary shares in TNS (“New TNS Shares”), which will be a voluntary public offer to acquire securities pursuant to Sections 29(1) and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) ("WpÜG") in conjunction with the Regulation pertaining to the contents of the offer document, the consideration in the event of takeover offers and mandatory offers and the release from the obligation to publish and to make an offer - WpÜG Offer Regulation (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots - WpÜG-Angebotsverordnung). The shareholders of GfK will find the publication of the decision to make the intended Offer in accordance with section 10 of the WpÜG as well as other information regarding the intended Offer on this website. After approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”), this website will also contain the offer document as well as further information pertaining to the intended Offer.
TNS may also publish on this website information in relation to the proposed issue of New TNS Shares in connection with the proposed Merger and application for admission of the entire issued share capital of TNS to the Official List in accordance with the Listing Rules and the admission of the New TNS Shares to trading on the London Stock Exchange’s main market for listed securities and the admission of TNS’s entire share capital to trading on the Regulated Market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), as well as on the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard).
The information posted on this website is made available in good faith and for the purposes of information only. Nothing on this website constitutes (i) an offer or an invitation to acquire or dispose of any securities; (ii) the solicitation of an offer to subscribe for or buy any securities; or (iii) investment advice. The intended Offer will be made solely by means of an offer document.
The intended Offer shall be governed by and executed solely in accordance with German law and is not intended to be made pursuant to the provisions of any other legal system. The intended Offer shall not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany. Accordingly, no notifications, registrations admissions or approvals of the intended Offer or of an offer document containing the intended Offer have been or will be applied for or initiated by TNS or the persons acting in conjunction with TNS outside of the Federal Republic of Germany. TNS and the persons acting in conjunction with it therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany.
The access and/or transmission of the materials and information on this website in or into certain jurisdictions may be restricted by law and therefore persons who intend to access or transmit any such materials and information on this website should inform themselves about and observe any such restrictions.
The materials and information on this website are not for transmission into, nor do they constitute, an offer of securities for sale in, Australia, Canada, Japan or the United States. The New TNS Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, district or jurisdiction of the United States. Securities may not be offered or sold in the United States absent such registration or in a transaction exempted from, or not subject to, the registration requirements under the Securities Act. No public offering of securities is being made in the United States.
The publication, dispatch, distribution or dissemination of any documents connected with the intended Offer may be subject to the provisions of jurisdictions other than those of the Federal Republic of Germany. However, since the intended Offer is intended to be implemented exclusively in accordance with the WpÜG, TNS is and will be in no way responsible for ensuring that the publication, dispatch, distribution or dissemination of any documents or information connected with the intended Offer outside of the Federal Republic of Germany complies with the provisions of the jurisdictions other than those of Germany.
Forward-Looking Statements
Certain announcements or other materials or information on this website may constitute “forward-looking statements”. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology including the terms "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TNS and the TNS directors, for example with regard to the potential consequences of the intended Offer for GfK, for those shareholders of GfK who choose not to accept the intended Offer or for future financial results of GfK. Such forward-looking statements are based on current plans, estimates and forecasts which TNS and the directors of TNS have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by TNS or the directors of TNS. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
Responsibility
The directors of TNS accept responsibility for the information reproduced on this website other than that for which responsibility is expressly accepted by other parties.
Subject to the above, to the best of the knowledge and belief of the directors of TNS (who have taken all reasonable care to ensure that such is the case) the information contained in this area of the website is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of TNS are responsible in the terms set out above solely for the information contained in the information accessible in this area of the website, and not for any other information on the website which you may visit on leaving this area of the website.