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24/7 Real Media Inc – ‘SC 14D9/A’ on 7/11/07 re: 24/7 Real Media Inc

On:  Wednesday, 7/11/07, at 5:51pm ET   ·   As of:  7/12/07   ·   Accession #:  1104659-7-53415   ·   File #:  5-54665

Previous ‘SC 14D9’:  ‘SC 14D9/A’ on 7/9/07   ·   Latest ‘SC 14D9’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/12/07  24/7 Real Media Inc               SC 14D9/A   7/11/07    1:14K  24/7 Real Media Inc               Merrill Corp-MD/FA

Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment to Tender-Offer                           HTML     17K 
                          Solicitation/Recommendation Statement                  


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 14D-9
(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)

24/7 REAL MEDIA, INC.

(Name of Subject Company)

24/7 REAL MEDIA, INC.

(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

901314203

(CUSIP Number of Class of Securities)

David J. Moore
Chairman and Chief Executive Officer
24/7 Real Media, Inc.
132 West 31st  Street
New York, NY 10001
(212) 231-7100

(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)

Copies to:

Ronald R. Papa, Esq.
Ori Solomon, Esq.
Proskauer Rose, LLP
1585 Broadway
New York, NY 10023
(212) 969-3000

o  Check the box if the filing relates to preliminary communications made before the
commencement date of a tender offer.

 

 




This Amendment No. 7 to Schedule 14D-9 (this “Amendment”) amends and supplements the Schedule 14D-9 (the “Schedule 14D-9”) initially filed by 24/7 Real Media, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 31, 2007, as amended by Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Company on June 8, 2007, Amendment No. 2 to the Schedule 14D-9 filed with the SEC by the Company on June 12, 2007, Amendment No. 3 to the Schedule 14D-9 filed with the SEC by the Company on June 15, 2007, Amendment No. 4 to the Schedule 14D-9 filed with the SEC by the Company on June 26, 2007,  Amendment No. 5 to the Schedule 14D-9 filed with the SEC by the Company on June 28, 2007 and Amendment No. 6 to the Schedule 14D-9 filed with the SEC by the Company on July 9, 2007, relating to the tender offer commenced by WPP Group plc, a United Kingdom public limited company (“WPP”), through its indirect wholly-owned subsidiary, TS Transaction, Inc., a Delaware corporation (the “Purchaser”), to acquire all of the outstanding Shares in exchange for $11.75 net to the sellers in cash without interest per Share, upon the terms and subject to the conditions of the Merger Agreement as described in the Offer to Purchase dated May 31, 2007 and in the related Letter of Transmittal contained in the Schedule TO filed by WPP and Purchaser with the SEC on May 31, 2007. Except as otherwise indicated herein, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.

The information in the Schedule 14D-9 is incorporated in this Amendment by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.

ITEM 8.  ADDITIONAL INFORMATION

Item 8 is hereby amended and supplemented as follows:

“At 5:00 p.m., New York City time on July 10, 2007, the subsequent offering period for the Offer expired pursuant to its terms, and WPP completed its Offer for all of the outstanding Shares of the Company.  Citibank, N.A., the depositary of the Offer, advised WPP that an aggregate of 48,633,343 Shares were validly tendered in the Offer.  Purchaser has accepted for payment all of those Shares.  WPP intends to close the Merger as promptly as practicable.”




SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

24/7 REAL MEDIA, INC.

 

 

 

 

By

/s/ Mark E. Moran

 

 

Mark E. Moran

 

 

Executive Vice President, General Counsel and Secretary

 

Dated:  July 11, 2007

 




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9/A’ Filing    Date    Other Filings
Filed as of:7/12/0715-12G,  25-NSE
Filed on:7/11/07SC TO-T/A
7/10/07SC 13G/A
7/9/07SC 14D9/A,  SC TO-T/A
6/28/074,  SC 13D/A,  SC 14D9/A,  SC TO-T/A
6/26/07SC 14D9/A,  SC TO-T/A
6/15/07SC 14D9/A,  SC TO-T/A
6/12/07SC 14D9/A
6/8/07SC 14D9/A
5/31/07SC 14D9,  SC TO-T
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Filing Submission 0001104659-07-053415   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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