With a majority, the members of the Administrative Board approved the irrevocable undertaking of GfK-Nürnberg e.V. to accept the exchange offer of 11.74 TNS shares per GfK share.
Hajo Riesenbeck, Supervisory Board Chairman of GfK AG, commented: "The Administrative Board has signaled its unambiguous support for the merger with TNS, paving the way for this unique merger.”
At the Extraordinary General Meeting on July 21, 2008, the members of GfK-Nürnberg e.V. will vote on the planned merger with TNS. Although the Articles of Association of the GfK Verein do not stipulate that voting by the members is mandatory, the GfK Management Board and Supervisory Board as well as the Administrative Board of the GfK Verein deem it important to have the support of the members.
Dr. Raimund Wildner, Managing Director of GfK-Nürnberg e.V., commented: "I am confident that the vote of the members of the Verein will also be positive.”
Plans are also in place for Hajo Riesenbeck to take over as Chairman of the Board of GfK-TNS plc following the implementation of the exchange offer. He will step down as President of GfK-Nürnberg e.V. The Administrative Board and Committee will then propose Professor Klaus L. Wübbenhorst as successor President of GfK-Nürnberg e.V. The relevant decision was taken unanimously by the Administrative Board and the Committee.
GfK-Nürnberg e.V.
GfK-Nürnberg e.V. was established in 1934 to promote market research. Its membership consists of approximately 500 companies and individuals. The purpose of GfK-Nürnberg e.V. is to carry out basic research, to promote the training and further education of market researchers and to regularly produce studies to be made available to the membership. With a 56.8% stake, GfK-Nürnberg e.V. is the majority shareholder of GfK Aktiengesellschaft.
The GfK Group
The GfK Group is the No. 4 market research organization worldwide. Its activities cover the three business sectors of Custom Research, Retail and Technology, and Media. The GfK Group achieved sales of 1,162.1 million Euros in financial year 2007. The Group has 115 companies covering over 100 countries. Of a total of 9,297 employees (as of March 31, 2008), 81.1% are based outside Germany. For further information, visit the website: www.gfk.com
The TNS Group
TNS is a global market research company and information provider. TNS sees itself as a supplier of innovative thinking and outstanding quality of service provided via a network covering 80 countries. The company also commands sector expertise and specialist knowledge in the areas of Product Development & Innovation, Brand & Communications, Stakeholder Management, Retail & Shopper as well as Customer Intelligence. TNS is one of the major providers of consumer surveying groups, media information and methods used to measure consumer behavior.
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