Recommended Offer For Brands Hatch Leisure PLC

Recommended Offer by the Interpublic Group of Companies, Inc. For Brands Hatch Leisure PLC NEW YORK, Nov. 9 /PRNewswire/ -- The boards of Interpublic and Brands Hatch announce the terms of a recommended share for share offer to be made by ...

Recommended Offer by the Interpublic Group of Companies, Inc. For Brands Hatch Leisure PLC

NEW YORK, Nov. 9 /PRNewswire/ -- The boards of Interpublic and Brands Hatch announce the terms of a recommended share for share offer to be made by Interpublic to acquire all of the issued and to be issued share capital of Brands Hatch. Brands Hatch will become part of Octagon, Interpublic's sports marketing and entertainment division. Based on the closing price of $39-1/8 per share of Interpublic Common Stock on the New York Stock Exchange on 8 November 1999 (being the latest practicable date prior to the release of this announcement) and using an exchange rate of $1.6239: 1.00 pound sterling, the Offer:

-- values each Brands Hatch Share at approximately $8.87 (5.46 pounds);

-- represents a premium of approximately 36 per cent over the average middle-market closing price of 402p per Brands Hatch Share for the 30 dealing days prior to 22 October 1999, the date on which Brands Hatch announced that it had received an approach that might lead to an offer being made for the company;

-- represents a premium of approximately 14 per cent over the middle- market closing price of 478p per Brands Hatch Share on 21 October 1999, the day immediately before the start of the Offer Period;

-- values the existing issued share capital of Brands Hatch at approximately $194 million (120 million pounds); and

-- represents a multiple of 37.4 times Brands Hatch's basic earnings per share for the year ended 31 December 1998.

Interpublic has received an irrevocable undertaking to accept the Offer from Awak Limited, a company owned by the J. G. Foulston Children's Settlement Trust, in respect of 6,519,015 Brands Hatch Shares, representing approximately 29.8 per cent of Brands Hatch's issued share capital. This undertaking will lapse if a third party makes a competing offer in cash in excess of the value of the Offer. The board of Brands Hatch unanimously recommends acceptance of the Offer.

Brands Hatch is a leading promoter of motorsport events and operator of leisure venues in the United Kingdom. Interpublic is one of the largest advertising and marketing communications groups in the world. Interpublic is listed on the New York Stock Exchange and has a market capitalisation of approximately $11.0 billion. Octagon is the sports marketing and entertainment division of Interpublic, and is one of the leading sports and event marketing and television distribution agencies in the world. Through its specialist motorsports division, Octagon Motorsports, Octagon is a leading owner and manager of international motorsports series, including the Superbike World Championship. Interpublic believes that the combination of Brands Hatch's proven promotional and track management skills and Octagon's series ownership, international network and financial resources will create a powerful new force in motorsports. It is intended that Brands Hatch will be merged with Octagon Motorsports. Nicola Foulston, Chief Executive of Brands Hatch, will join the management board of Octagon. Interpublic believes that the combination of Octagon and Brands Hatch will strengthen both companies and help expand the sale of Brands Hatch's marketing services outside the United Kingdom.

This announcement contains forward-looking statements including with respect to the consummation of the Offer, the integration of services and opportunities related to the Offer. As such statements apply to future events, they are subject to risks and uncertainties which may cause the actual results to differ materially, including, without limitation, the risk that the Offer will not be consummated, integration risks related to the Offer and the risk that the anticipated benefits of the Offer will not be realised. A registration statement relating to these securities has been filed with the Securities Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press announcement is for information purposes only and does not, and is not intended to, constitute an offer or an invitation to any person to buy, sell or subscribe for Interpublic Common Stock for any purpose whatsoever. No action has been taken by Interpublic or any person acting on Interpublic's behalf that would, or is intended to, permit an offering of Interpublic Common Stock in Canada, Australia or Japan. In particular, no prospectus in relation to any Interpublic Common Stock has been or will be lodged with the securities regulatory authorities of any province of Canada, or lodged with or registered by the Australian Securities Commission, and Interpublic Common Stock has not been and will not be registered under the Securities and Exchange Law of Japan.

SOURCE Interpublic Group of Companies, Inc.

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