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wpp_425-102604.txt
WPP GROUP PLC 102604
FILED BY WPP GROUP PLC
PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933
SUBJECT COMPANY: GREY GLOBAL GROUP INC.
COMMISSION FILE NO.: 0-7898
FOR IMMEDIATE RELEASE 26 OCTOBER 2004
WPP GROUP PLC ("WPP" OR THE "COMPANY")
GREY GLOBAL GROUP INC. ("GREY")
Further to WPP's announcement on 13 September 2004 of the proposed merger
involving WPP and Grey, WPP announces that it has filed a Registration Statement
on Form F-4 with the United States Securities and Exchange Commission ("SEC") in
connection with the proposed acquisition.
Share owners should be aware that the Registration Statement on Form F-4 filed
yesterday and the Preliminary Proxy Statement/Prospectus contained therein are
subject to changes, deletions or additions which may or may not be material in
nature. No reliance should therefore be placed on the information contained in
the Registration Statement filed yesterday.
Copies of this Registration Statement are available free of charge on the SEC
website at www.sec.gov under WPP's company filings. In addition, a copy of the
Registration Statement has been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority Document Viewing
Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: (0)20 7676 1000
For further information contact:
Feona McEwan, WPP London 44-20 7408 2204
www.wpp.com
INVESTOR INFORMATION
This communication is being made in respect of the proposed merger involving WPP
Group plc and Grey Global Group Inc. This communication does not constitute an
offer of any securities for sale. In connection with the proposed merger, WPP
and Grey have filed with the SEC a registration statement on Form F-4 containing
a preliminary proxy statement/prospectus for the stockholders of Grey, SEC File
No. 333-119949, and each will be filing other documents regarding the proposed
merger with the SEC.
INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, WHICH IS
AVAILABLE NOW, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES
AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION.
Investors may obtain the documents free of charge at the SEC's website
(www.sec.gov). In addition, documents filed with the SEC by WPP may be obtained
free of charge by contacting WPP at 125 Park Avenue, New York, NY 10017, +1 212
632 2200. Documents filed with the SEC by Grey are available free of charge by
contacting Grey at 777 Third Avenue, New York, NY 10017, +1 212 546 2000.
INVESTORS SHOULD READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, WHICH IS
AVAILABLE NOW, AND THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS, WHEN IT BECOMES
AVAILABLE, CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
Grey and its directors and executive officers may be deemed to participate in
the solicitation of proxies in respect of the proposed transactions. Information
regarding Grey's directors and executive officers is available in Grey's
Amendment to their Annual Report for the year ended December 31, 2003, which was
filed with the SEC on April 29, 2004. Additional information regarding the
interests of such potential participants is included in the preliminary proxy
statement/prospectus, which is available now, and will be included in the
definitive proxy statement/prospectus and the other relevant documents filed
with the SEC when they become available.
Private Securities Litigation Reform Act Safe Harbor Statement
The statements, analyses, and other information contained herein relating to the
proposed merger and anticipated synergies, savings and financial and operating
performance, including estimates for growth, trends in each of the operations
and financial results, the markets for products, the future development of
business, and the contingencies and uncertainties of WPP Group plc and Grey
Global Group Inc. to which WPP and Grey may be subject, as well as other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend," "will," "should," "may," and other similar expressions, are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. Such statements are made based upon management's current expectations
and beliefs concerning future events and their potential effects on the company.
The forward-looking statements are subject to various risks and uncertainties,
many of which are difficult to predict and generally beyond the control of WPP
and Grey, that could cause actual results to differ materially from those
expressed in, or implied by, the forward-looking statements.
These risks and uncertainties include those discussed or identified in the
public filings with the U.S. Securities and Exchange Commission made by WPP and
Grey as well as those associated with the realization of expected earnings
accretion, margin improvements and cost savings, synergies, efficiencies and
other benefits anticipated from the merger, including the risk of loss of key
employees and client business in connection with the transaction and the risk
that the completion of the merger may be delayed for regulatory or other
reasons.
Neither WPP nor Grey undertakes, and each specifically disclaims, any obligation
to update or revise any forward-looking information, whether as a result of new
information, future developments or otherwise.
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