This is a joint press release by LBi International N.V. ("LBi") and Publicis Groupe S.A. ("Publicis Groupe") pursuant to the provisions of Article 7, paragraph 1 sub a 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.
Please note that, to the extent permissible under applicable law or regulation, the Offeror and its affiliates or brokers (acting as agents for the Offeror) may, from time to time, and other than pursuant to the intended public offer, directly or indirectly purchase, or arrange to purchase, shares in LBi that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in The Netherlands, such information will be disclosed by means of a press release or other means reasonably calculated to inform shareholders of LBi of such information.
This press release does not constitute or form part of an offer for ordinary shares in LBi. It is an announcement that a conditional agreement has been reached between LBi and Publicis Groupe in connection with a potential public offer as set out in this press release. The information in this press release is not intended to be complete and for further information explicit reference is made to the Offer document, which is expected to be published in the second half of November 2012 after approval of the AFM.
This press release may not be published, distributed, disseminated or otherwise sent into Japan, Australia or Canada.
On 20 September 2012, Publicis Groupe [EURONEXT Paris: FR0000130577] and LBi [EURONEXT Amsterdam: LBI], one of the world's largest independent digital communications agencies, announced they had reached a conditional agreement on a potential recommended cash offer to acquire all outstanding shares of LBi (the "Offer"). Publicis Groupe and LBi hereby announce that preparations for the Offer, including preparations with regard to the Offer document and obtaining approval from the Netherlands Authority for Financial Markets ("AFM") with respect thereto, are well under way.
Update indicative timetable
It is Publicis Groupe's intention to submit a final draft of the Offer document for approval to the AFM and to finalise all required documentation with regard to the Offer as soon as reasonably possible after this announcement. Once the Offer document is approved by the AFM, the Offer will be made and the Offer document will be published. It is currently expected that the formal launch of the Offer will take place in the second half of November 2012. The Offer period will run for at least eight weeks and no more than ten weeks, after which the Offer may, if the Offer conditions are fulfilled or waived, be declared unconditional or the Offer may be extended. The extraordinary general meeting of shareholders of LBi in which the Offer will be discussed and the adoption of certain governance resolutions will be proposed will, depending on the exact launch date, take place around mid January 2013.
Subject to the Offer conditions, if and when the Offer is declared unconditional, there may be a post-closing acceptance period of two weeks. The closing of the transaction is expected to occur in Q1 2013.
The information in this press release is not intended to be complete and for further information explicit reference is made to the Offer document, which is expected to be published in the second half of November 2012, after approval of the AFM. In consultation with the AFM, we note that in making their investment decision shareholders should be aware that not all prescribed information relating to the Offer is currently made available and that the Offer document will contain full details of the Offer. The LBi shareholders are advised to review the Offer document, if and when published, in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the content of the Offer document and the Offer itself.
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.
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.
www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook: www.facebook.com/publicisgroupe
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.
|Peggy Nahmany||Corporate Communication||+ 33 (0)1 44 43 72 83|
|Martine Hue||Investor Relations||+ 33 (0)1 44 43 65 00|
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|Fred Mulder (Chairman)||Chairman||+31 20 460 4500|
|Luke Taylor (CEO)||CEO||+31 20 460 4500|
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|Frank Jansen||+31 6 505 16 325|
|Claire Verhagen||+31 6 505 16 325|
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Source: LBi International N.V. via Thomson Reuters ONE