Cleary Gottlieb is representing its longtime client The Interpublic Group of Companies in the $435 million cash and stock sale of its global marketing research powerhouse, NFO WorldGroup, to Taylor Nelson Sofres.
The transaction, which is subject to worldwide regulatory clearances and the approval of a special meeting of Taylor Nelson’s shareholders, was announced today and is expected to close in the third quarter.
Interpublic will receive $400 million in cash, as well as approx. $25 million in London Stock Exchange-listed ordinary shares of Taylor Nelson. Interpublic has agreed to hold half of this stock consideration until at least December 2003 and the remainder until at least March 2004. Taylor Nelson will pay Interpublic an additional $10 million in cash approximately one year after the close of the transaction, subject to the appreciation of the market value of ordinary shares of Taylor Nelson.
Taylor Nelson will emerge from this transaction as the leading global provider of marketing research and information services. NFO has operations in more than 40 countries, including an acclaimed research panel in the United States that consists of thousands of individuals committed to providing prompt responses to marketing information inquiries.
NFO conducts approximately 15,000 research studies annually for more than 4,000 clients. In 2000, Interpublic acquired NFO, which was then listed on the NYSE, in a stock-for-stock transaction. Cleary represented Interpublic in that M&A deal as well.