The document, which was issued yesterday, gives Tempus shareholders until October 1 to accept WPP's offer. The document spells out the strategic and financial benefits of combining CIA, Tempus's media-planning and buying operation, with The Media Edge.
The wait is now on to see how Havas Advertising will respond. The 555p-a-share WPP offer trumped Havas's original 541p-a-share offer at a premium of 14p a share. Havas has been expected to come back with a higher offer in the region of 575p.
If this happens, analysts believe that it is unlikely WPP will counter-bid, but will instead take the money and prepare for a possible bid for Tempus's larger rival Aegis, which owns the Carat media-buying group.
The offer document states, "The two businesses are highly complementary philosophically, and will create a worldwide, geographically balanced network, with a much-enhanced client offering."
The document also says that WPP is attracted by the fit between the branding, identity and design division of Tempus, principally comprising Added Value and BrownKSDP, and WPP's existing companies in its branding, identity, design and strategic marketing consultancy divisions.
It says that WPP believes that there are significant strategic and financial benefits in the combination of these businesses, beyond those achievable through a combination of CIA and The Media Edge.
The combination of CIA and The Media Edge will create the world's fourth-largest media-planning and buying network worldwide, with combined annual billings in excess of £10bn.
The combined business will rank in the top five in almost all key European markets, eighth in the US and in the top five in Latin America and Asia Pacific.
The document reiterates the cost savings the acquisition would bring. As already revealed, WPP says it has identified synergies of at least £13m and expects the transaction to be earnings enhancing in the first full financial year following completion of the acquisition.
WPP currently owns approximately 22% of Tempus, having acquired this shareholding at an average price of 240p per share.
This morning, WPP's share price was up 1.39% to 655p, Tempus was unchanged at 575p and Aegis was also up, rising 2.37% to 97.25p.
In a statement accompanying the document, Sir Martin Sorrell, WPP Group CEO, said, "Our generous cash offer is 14p higher per Tempus share than the Havas Advertising offer and we strongly urge you to accept it."
Following completion of the acquisition, Chris Ingram will be invited to become co-chairman of Group MindShare Edge (GME) along with Beth Gordon, currently chairman of The Media Edge.
David Reich will be invited to become vice-chairman of GME and Irwin Gotlieb, currently CEO of MindShare, will become CEO of GME. Charles Courtier, currently CEO of The Media Edge business, will become chairman of the combined CIA and The Media Edge business and Mainardo de Nardis will be invited to become CEO of the combined CIA and The Media Edge business.
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