Publicis Groupe S.A. to Buy Shares in LBi International N.V. in the Market in Coming Days
Poster: SySAdmin
Posted on September 23, 2012 at 11:35:01 PM
Publicis Groupe S.A. to Buy Shares in LBi International N.V. in the Market in Coming Days
PARIS, September 24, 2012 /PRNewswire/ --
This is a joint press release by LBi International N.V. ("LBi") and Publicis Groupe
S.A. ("Publicis Groupe") in accordance with article 4 paragraph 3 of the Dutch Public
Takeover Decree (Besluit openbare biedingen Wft) in connection with the intended public
offer by Publicis Groupe for all the issued and outstanding shares in the capital of LBi.
This press release does not constitute or form part of an offer for ordinary shares in
LBi. This press release may not be published, distributed, disseminated or otherwise sent
into Japan, Australia or Canada.
With reference to the joint press release made by Publicis Groupe [EURONEXT Paris:
FR0000130577] and LBi [EURONEXT Amsterdam: LBI] on 20 September 2012 about a conditional
agreement on a potential recommended cash offer to acquire all outstanding shares of LBi
(the "Offer") and the press release from LBI issued on 24 September about the budgeted LBi
revenue and budgeted adjusted EBITDA for the year ended 31 December 2012, Publicis Groupe
announces it intends to buy in coming days shares in LBi in the market through UBS
Investment Bank and SNS Securities.
In addition, Publicis Groupe and LBi announce Publicis Groupe has received an
irrevocable commitment from certain identified shareholders, the members of the Boards of
LBi and selected senior managers, together representing approximately 65% of the fully
diluted share capital of LBi to tender their shares under the Offer if and when made,
instead of 67% as stated in the press release on 20 September. Together with the put-call
option agreement with Project Holland Fonds (details of which were disclosed in the press
release dated 20 September 2012) Publicis Groupe has received undertakings representing
approximately 70% of the fully diluted share capital of LBi.
Important information
This announcement is for information purposes only and does not constitute an offer or
an invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire the securities of
Publicis Groupe or LBi in any jurisdiction. The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe these restrictions. To
the fullest extent permitted by applicable law, Publicis Groupe and LBi disclaim any
responsibility or liability for the violation of any such restrictions by any person. Any
failure to comply with these restrictions may constitute a violation of the securities
laws of that jurisdiction. Neither Publicis Groupe nor LBi, nor any of their advisors
assumes any responsibility for any violation by any person of any of these restrictions.
Any LBi shareholder who is in any doubt as to his position should consult an appropriate
professional advisor without delay. This announcement is not to be published or
distributed in or to Australia, Canada or Japan.
This announcement contains forward-looking statements. Forward-looking statements are
statements that do not describe past facts, but also such statements regarding assumptions
and expectations as well as the underlying assumptions. These statements are based on the
planning, estimates and forecasts currently available to the management of Publicis Groupe
and LBi.
Forward-looking statements are thus only related to the date on which they are made.
No obligation will be assumed by Publicis Groupe to revise such statements in light of new
information or future events. Forward-looking statements harbour risks and uncertainties
by nature. A number of important factors may lead to the fact that actual results differ
substantially from such forward-looking statements.
UBS Investment Bank, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Publicis Groupe in connection with
the matters referred to in this announcement and no-one else and will not be responsible
to anyone other than Publicis Groupe for providing the protections offered to clients of
UBS Investment Bank or for providing advice in relation the contents of this announcement
or any transaction or arrangement referred to herein.
About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, part of the CAC 40 index] is the third
largest communications group in the world, offering the full range of services and skills:
digital and traditional advertising, public affairs and events, media buying and
specialized communication. Its major networks are Leo Burnett, MSLGROUP, PHCG (Publicis
Healthcare Communications Group), Publicis Worldwide, Rosetta and Saatchi & Saatchi.
VivaKi, the Groupe's media and digital accelerator, includes Digitas, Razorfish, Starcom
MediaVest Group and ZenithOptimedia. Present in 104 countries, the Groupe employs 56,000
professionals.
http://www.publicisgroupe.com | Twitter: @PublicisGroupe | Facebook:
http://www.facebook.com/publicisgroupe
About LBi
LBi International N.V. [NYSE Euronext Amsterdam: LBI] is Europe's largest independent
marketing and technology agency, blending insight, media, creativity and technical
expertise to create value for brands. Headquartered in Amsterdam (the Netherlands), the
company has operations in 16 countries and a staff of approximately 2,200. As a marketing
and technology agency, LBi offers services to brands and (clients) to help them engage
with their customers through digital channels across a wide spectrum of their points of
engagement, from initial awareness of the brand, through direct interaction with the
services or products offered by the brand, to on-going relationships with the brand.
LBi offers a suite of services that are designed to help its clients attract, engage
and manage customers, more effectively. This full service offering combines analytical,
direct marketing and digital competences, which means that they are able to develop big
creative ideas in the digital space, build and manage complex transactional websites, run
complex CRM programmes and even handle the media buying, planning and electronic public
relations for blue chip companies.
http://www.lbi.com
Contacts
Publicis Groupe
Peggy Nahmany
Corporate Communication
+33(0)1-44-43-72-83
Martine Hue
Investor Relations
+33(0)1-44-43-65-00
Stephanie Atellian
Investor Relations
+33(0)1-44-43-74-44
LBi
Fred Mulder (Chairman)
+31-20-460-4500
Luke Taylor (CEO)
+31-20-460-4500
Citigate First Financial
Frank Jansen
+31-20-575-40-10
Claire Verhagen
+31-6-505-16-325
UBS Investment Bank
Jason Browne
+44-20756-75175
SNS Securities
Paul Brouwer
+31-20-550-8444
Publicis Groupe
PARIS, September 24, 2012 /PRNewswire/ --
This is a joint press release by LBi International N.V. ("LBi") and Publicis Groupe
S.A. ("Publicis Groupe") in accordance with article 4 paragraph 3 of the Dutch Public
Takeover Decree (Besluit openbare biedingen Wft) in connection with the intended public
offer by Publicis Groupe for all the issued and outstanding shares in the capital of LBi.
This press release does not constitute or form part of an offer for ordinary shares in
LBi. This press release may not be published, distributed, disseminated or otherwise sent
into Japan, Australia or Canada.
With reference to the joint press release made by Publicis Groupe [EURONEXT Paris:
FR0000130577] and LBi [EURONEXT Amsterdam: LBI] on 20 September 2012 about a conditional
agreement on a potential recommended cash offer to acquire all outstanding shares of LBi
(the "Offer") and the press release from LBI issued on 24 September about the budgeted LBi
revenue and budgeted adjusted EBITDA for the year ended 31 December 2012, Publicis Groupe
announces it intends to buy in coming days shares in LBi in the market through UBS
Investment Bank and SNS Securities.
In addition, Publicis Groupe and LBi announce Publicis Groupe has received an
irrevocable commitment from certain identified shareholders, the members of the Boards of
LBi and selected senior managers, together representing approximately 65% of the fully
diluted share capital of LBi to tender their shares under the Offer if and when made,
instead of 67% as stated in the press release on 20 September. Together with the put-call
option agreement with Project Holland Fonds (details of which were disclosed in the press
release dated 20 September 2012) Publicis Groupe has received undertakings representing
approximately 70% of the fully diluted share capital of LBi.
Important information
This announcement is for information purposes only and does not constitute an offer or
an invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement does not constitute an
offer to sell or issue or the solicitation of an offer to buy or acquire the securities of
Publicis Groupe or LBi in any jurisdiction. The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe these restrictions. To
the fullest extent permitted by applicable law, Publicis Groupe and LBi disclaim any
responsibility or liability for the violation of any such restrictions by any person. Any
failure to comply with these restrictions may constitute a violation of the securities
laws of that jurisdiction. Neither Publicis Groupe nor LBi, nor any of their advisors
assumes any responsibility for any violation by any person of any of these restrictions.
Any LBi shareholder who is in any doubt as to his position should consult an appropriate
professional advisor without delay. This announcement is not to be published or
distributed in or to Australia, Canada or Japan.
This announcement contains forward-looking statements. Forward-looking statements are
statements that do not describe past facts, but also such statements regarding assumptions
and expectations as well as the underlying assumptions. These statements are based on the
planning, estimates and forecasts currently available to the management of Publicis Groupe
and LBi.
Forward-looking statements are thus only related to the date on which they are made.
No obligation will be assumed by Publicis Groupe to revise such statements in light of new
information or future events. Forward-looking statements harbour risks and uncertainties
by nature. A number of important factors may lead to the fact that actual results differ
substantially from such forward-looking statements.
UBS Investment Bank, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Publicis Groupe in connection with
the matters referred to in this announcement and no-one else and will not be responsible
to anyone other than Publicis Groupe for providing the protections offered to clients of
UBS Investment Bank or for providing advice in relation the contents of this announcement
or any transaction or arrangement referred to herein.
About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, part of the CAC 40 index] is the third
largest communications group in the world, offering the full range of services and skills:
digital and traditional advertising, public affairs and events, media buying and
specialized communication. Its major networks are Leo Burnett, MSLGROUP, PHCG (Publicis
Healthcare Communications Group), Publicis Worldwide, Rosetta and Saatchi & Saatchi.
VivaKi, the Groupe's media and digital accelerator, includes Digitas, Razorfish, Starcom
MediaVest Group and ZenithOptimedia. Present in 104 countries, the Groupe employs 56,000
professionals.
http://www.publicisgroupe.com | Twitter: @PublicisGroupe | Facebook:
http://www.facebook.com/publicisgroupe
About LBi
LBi International N.V. [NYSE Euronext Amsterdam: LBI] is Europe's largest independent
marketing and technology agency, blending insight, media, creativity and technical
expertise to create value for brands. Headquartered in Amsterdam (the Netherlands), the
company has operations in 16 countries and a staff of approximately 2,200. As a marketing
and technology agency, LBi offers services to brands and (clients) to help them engage
with their customers through digital channels across a wide spectrum of their points of
engagement, from initial awareness of the brand, through direct interaction with the
services or products offered by the brand, to on-going relationships with the brand.
LBi offers a suite of services that are designed to help its clients attract, engage
and manage customers, more effectively. This full service offering combines analytical,
direct marketing and digital competences, which means that they are able to develop big
creative ideas in the digital space, build and manage complex transactional websites, run
complex CRM programmes and even handle the media buying, planning and electronic public
relations for blue chip companies.
http://www.lbi.com
Contacts
Publicis Groupe
Peggy Nahmany
Corporate Communication
+33(0)1-44-43-72-83
Martine Hue
Investor Relations
+33(0)1-44-43-65-00
Stephanie Atellian
Investor Relations
+33(0)1-44-43-74-44
LBi
Fred Mulder (Chairman)
+31-20-460-4500
Luke Taylor (CEO)
+31-20-460-4500
Citigate First Financial
Frank Jansen
+31-20-575-40-10
Claire Verhagen
+31-6-505-16-325
UBS Investment Bank
Jason Browne
+44-20756-75175
SNS Securities
Paul Brouwer
+31-20-550-8444
Publicis Groupe