euro adhoc: GfK AG / Mergers - Acquisitions - Takeovers / MERGER OF EQUALS BETWEEN GFK AND TNS TO CREATE A MAJOR NEW FORCE IN MARKET INFORMATION (E)

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
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03.06.2008

Ad-hoc announcement:

MERGER OF EQUALS BETWEEN GFK AND TNS
TO CREATE A MAJOR NEW FORCE IN MARKET INFORMATION

The management board of GfK AG ("GfK") and the board of directors of Taylor
Nelson Sofres plc ("TNS") have agreed on the terms of a merger of equals (the
"Merger") to create a new, major market information group, to be named GfK-TNS
plc ("GfK-TNS").

GfK and TNS entered into a Merger Agreement setting forth the general agreements
between GfK and TNS with respect to the combination of their respective
businesses, the structure of the transaction and the future organizational and
corporate governance structure of the combined group.

The management board of GfK and the supervisory board of GfK each support the
Merger and intend to recommend that the shareholders of GfK accept the offer
through which the Merger will be effected. The board of directors of TNS
supports the Merger and recommends that the shareholders of TNS vote in favour
of the Merger.

GfK-TNS will be created through a merger of equals of GfK and TNS, to be
effected by way of a public exchange offer pursuant to sections 29(1) and 34 of
the German Securities Acquisition and Takeover Act (Wertpapiererwerbs - und
Übernahmegesetz) by TNS for GfK, with the consideration being the issue of 11.74
new TNS shares for each GfK share to the shareholders of GfK who accept the
offer (the "Offer"), each such share with a nominal value of GBP 0.05 and with
full entitlement to any dividends declared or paid by reference to a record date
on or after the date of their issuance.

Assuming full acceptance of the Offer by the shareholders of GfK, the
shareholders of TNS and the shareholders GfK will each hold approximately 50 per
cent. of the share capital of GfK-TNS following completion of the Merger.

GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V.
("GfK-Nürnberg e.V."), the largest shareholder in GfK with a shareholding of
56.8 per cent. of the existing issued share capital of GfK, has indicated its
support for the Merger by providing an irrevocable undertaking to accept the
Offer in respect of its entire shareholding in GfK, subject to the approval of
the advisory board of GfK-Nürnberg e.V. and the members of GfK-Nürnberg e.V. and
certain other conditions. Following completion of the Merger, GfK-Nürnberg e.V.
will be the largest shareholder in GfK-TNS with a shareholding of approximately
28.7 per cent. of GfK-TNS based on currently issued and outstanding shares and
assuming full acceptance of the Offer by the shareholders of GfK.

For so long as GfK-Nürnberg e.V. owns or controls at least 15 per cent. of the
shares of GfK-TNS, it will have the right to appoint one non-executive director
to the board of directors of GfK-TNS and the benefit of certain other
protections contained in the articles of association of GfK-TNS and a
relationship agreement between GfK-Nürnberg e.V. and TNS. GfK-Nürnberg e.V.´s
initial appointee to the board of directors of GfK-TNS will be Professor Dr.
Klaus Wübbenhorst, currently Chief Executive of GfK.

GfK-TNS will have its primary listing in London, with trading on the London
Stock Exchange´s main market for listed securities, with a secondary listing on
the Frankfurt Stock Exchange.

The Merger is currently expected to complete during the last quarter of 2008.
The Merger will only be implemented, and the Offer will only be published, if
the advisory board of GfK-Nürnberg e.V. and the members of GfK-Nürnberg e.V.
approve GfK-Nürnberg e.V.´s irrevocable undertaking to accept the Offer and if
approval of the Merger is obtained from the shareholders of TNS. The Merger and
the Offer are also subject to certain conditions, including a minimum acceptance
level of 75 per cent. of the GfK shares, the non-occurrence of a material
adverse change in respect of the businesses of GfK or TNS, certain merger
control approvals, and admission of the shares of GfK-TNS to trading on the
London Stock Exchange´s main market for listed securities.

GfK-TNS will have operations in 111 countries. It will have its global head
office in London, and the German head office in Nürnberg where the combined
group will have significant business operations. Further, a central head office
function of GfK-TNS will be maintained in Nürnberg.

Following the Merger, the board of directors of GfK-TNS will be chaired by Hajo
Riesenbeck. Donald Brydon will become the Senior Independent Director.
Executive directors will be Chief Executive David Lowden, Finance Director
Christian Weller von Ahlefeld, Petra Heinlein, Dr. Gérard Hermet and Pedro Ros.

Enquiries:

GfK AG
Prof. Dr. Klaus Wübbenhorst, Chief Executive
Bernhard Wolf, Global Head of Corporate Communications Tel: +49 911 395 0
Tel: +49 911 395 2733
Tel: +49 911 395 2012

Rothschild
(Financial Adviser to GfK)
Jonathan Paine, Frank Herzog, Adam Greenblatt Tel: +44 20 7280 5000

Hering Schuppener Consulting
(Public Relations Adviser to GfK)
Alexander Geiser Tel: +49 69 92 18740

Further inquiry note:
Bernhard Wolf
Tel.: +49 (0)911 395 2012
E-Mail: [email protected]

end of announcement euro adhoc
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emitter: GfK AG
Nordwestring 101
D-90319 Nürnberg
phone: +49 (0)911 395 2012
FAX: +49 (0)911 395 4075
mail: [email protected]
WWW: http://www.gfk.com
sector: Consultancy Services
ISIN: DE0005875306
indexes: SDAX
stockmarkets: regulated dealing/prime standard: Börse Frankfurt
language: English

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