TNS INC

election_required = True...below), who: (1)tenders all Shares owned beneficially or of record by the Odd Lot Holder at a price at or below the Purchase Price selected by us (tenders of less than all of the Shares owned by the Odd Lot Holder will not qualify for this preference); and (2)completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; •Second, after the purchase of all of the Shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares tendered at prices at or below the Purchase Price on a pro rata basis, with appropriate adj...

expiry = 2005-05-03...to Purchase for Cash Up to 9,000,000 Shares of its Common Stock at a Purchase Price not greater than $18.50 per Share nor less than $18.00 per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MAY 3, 2005, UNLESS THE OFFER IS EXTENDED. TNS, Inc., a Delaware corporation (the "Company," "TNS," "we," "us," or "our"), invites our stockholders to tender up to 9,000,000 shares of our common stock, $0.001 par value per share (the "Shares"), for pu...

listed = True...g of outstanding restricted stock units under our stock compensation plans. The 9,000,000 Shares that we are offering to purchase pursuant to the Offer represent approximately 32% of our outstanding common stock as of March 31, 2005. Our shares are listed and traded on the NYSE under the symbol "TNS." On April 4, 2005, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $18.35 per Share. Stockholders are urged to obtain current market quotations for the Shares prior to making a decision whether or not to tender pursuant to the Offer. See Section 8. 14 T...

mechanism = FIXED...ed on January 1, 2004 for purposes of the unaudited pro forma consolidated statement of operations and on December 31, 2004 for purposes of the unaudited pro forma consolidated balance sheet: •the purchase of 9,000,000 shares of common stock in the Offer at a purchase price of $18.50 per share with borrowings under the amended and restated senior secured credit facility pursuant to the terms and conditions contained in the Commitment Letter summarized in Item 9 above; •the sale of 1,084,744 shares of common stock on October 1, 2004 and the sale of 118,232 shares of common stock on November 1, 2004 in connection with our follow...

mechanism = DUTCH...understands that the operation of this standard will be affected by the practices of the financial community for the settlement of transactions. TNS understands that seven to ten business days is currently the industry standard for the settlement of a partial modified Dutch auction issuer tender offer that includes both an odd-lot priority and the ability of the stockholders to make conditional tenders. We believe that this period is appropriate and provides the necessary time following the expiration of the offer to calculate the odd-lot priorities, the conditional tenders and the resulting proration factor, if an...

must_tender_all = True...d to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3. In what order will tendered Shares be purchased? First, we will purchase Shares from all holders of "odd lots" of less than 100 Shares who properly tender all of their Shares at or below the Purchase Price selected by us. Second, after purchasing all Shares from the "odd lot" holders, we will purchase Shares from all other stockholders who properly tender Shares at or below the Purchase Price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Third, if ne...

price = USD 18.0-18.5...re commonly called a modified "Dutch" auction. This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $18.00 to $18.50 per Share. We will select the Purchase Price that will allow us to buy 9,000,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not properly withdrawn. For purpo...

threshold = 100...kholder, none of those Shares will be purchased even though those Shares were tendered at prices at or below the Purchase Price. Odd Lots. The term "Odd Lots" means all Shares that are tendered by stockholders at or below the Purchase Price selected by us who owned beneficially or of record an aggregate of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an "Odd Lot Holder"). To qualify for this preference, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for...

txn_type = TENDER_OFFEREX-1.(A)(1)(A) 2 a2154848zex-1_a1a.htm EXH (A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document EXHIBIT (a)(1)(A) Offer to Purchase for Cash Up to 9,000,000 Shares of its Common Stock at a Purchase Price not greater than $18.50 per Share nor less than $18.00 per Share THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MAY 3, 2005, UNLESS THE OFFER IS EXTENDED. TNS, Inc., a Delaware corporation (the "Company," "...

txn_type = TENDER_OFFER...today. For your convenience, we enclose a copy of Amendment No. 1. Offering to Purchase for Cash Summary Term Sheet, page 5 What will the purchase price for the Shares be and what will be the form of payment? 1.You disclose in this section and throughout your offer to purchase that the purchase price will be paid to stockholders promptly after the expiration of the Offer. However, you also disclose that if proration of tendered shares is required, you do not expect that TNS will be able to announce the final proration factor or commence payment for any shares purchased to the offer until approximately seven bu...