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 This press release may not be published, distributed, disseminated or otherwise sent into Japan, Australia or Canada.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.
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.
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.
Fred Mulder (Chairman)
Luke Taylor (CEO)
Citigate First Financial
UBS Investment Bank
SOURCE Publicis Groupe