WPP had wanted to invoke the adverse material change clause to allow its bid for Tempus to lapse. WPP had already had its move rejected by the Takeover Panel executive. Yesterday, it appealed to the full panel.
The panel said that WPP can apply to appeal against its decision within 24 hours of the panel's detailed ruling being delivered to all parties. This is expected to be on Monday November 5. Earlier this week, WPP extended its offer for Tempus until that date.
It is the third time WPP has extended its offer for the media-buying firm. Last week, it announced that it had new information it was presenting to the panel, but it proved not to be enough to convince the Takeover Panel.
As it prepared to go before the panel yesterday, WPP was reported to have threatened the City regulator with a judicial review if it did not force the media-buying group to release trading data. Sir Martin Sorrell, the WPP CEO, had asked to see this Tempus trading information but had been turned down. It is not known whether this information was handed over yesterday.
WPP's argument to the Takeover Panel was that the events of September 11 had dramatically impacted on Tempus's potential earnings and that, as a result, its 555p-a-share deal should lapse.
The fall in Tempus profits would have needed to be of at least 20% for WPP's attempt to get out of the deal to be successful. Sources believe that profits at Tempus are likely to be down, but only by as much as 10%.
Tempus has so far not issued a profit warning or given any indication of its performance in the last two months.
WPP's case was thought to have been weakened by the fact that it bought 3% of shares in Tempus after the September 11 terrorist attacks around which WPP's argument hinges.
Tempus has already told the Takeover Panel it sees no reason for WPP to be allowed out of the deal, having seen WPP's submission to the City regulator last week. Tempus shareholders have also threatened legal action if the material adverse change clause is invoked.