Publicis Groupe S.A. - Share purchases in LBi International N.V.

Tue Jan 22, 2013 3:55pm EST

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PARIS--(Business Wire)--
Regulatory News: 

This is a press release by Publicis Groupe S.A. ("Publicis Groupe") (Paris:PUB)
in accordance with article 17 paragraph 3 and article 13 paragraph 1 of the
Dutch Public Takeover Decree (Besluit openbare biedingen Wft) in connection with
the recommended public offer by Publicis Groupe, through its indirectly wholly
owned subsidiary Publicis Groupe Holdings B.V. (the "Offeror"), for all the
issued and outstanding shares in the capital of LBi International N.V. ("LBi"). 

This press release does not constitute or form part of an offer for shares in
LBi. The Offer is made only by means of the offer document published on 12
November 2012 (the "Offer Document"). Terms not defined in this press release
will have the meaning as set forth in the Offer Document. 

Digital copies of the Offer Document are available on the website of LBi
(www.lbi.com) and Publicis Groupe (www.publicisgroupe.com). Copies of the Offer
Document are also available free of charge at the offices of Publicis Groupe,
the Offeror, the Settlement Agent, the Swedish Settlement Agent and LBi at the
addresses mentioned below. The Publicis Groupe and LBi websites do not
constitute a part of, and are not incorporated by reference into, the Offer
Document. 

The Offer is made for the securities of a Dutch company and is subject to Dutch
disclosure requirements, which are different from those of the United States. 

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 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This press release may not be published, distributed, disseminated or otherwise
sent into Japan or Canada. 

With reference to the joint press releases made by Publicis Groupe [EURONEXT
Paris: FR0000130577] and LBi [EURONEXT Amsterdam: LBI] on 12 November 2012 and
on 15 January 2013 respectively relating to the recommended cash public offer by
Publicis Groupe to acquire all outstanding shares of LBi, Publicis Groupe
announces that, in the course of today, Publicis Groupe has acquired 5,750
shares in LBi at a volume weighted average price of approximately EUR 2.85 per
share, a minimum price of EUR 2.85 and a maximum price of EUR 2.85 per share.

This results in the holdings as set out below:

                                             % of issued and outstanding capital  
 Shares bought on 01/22/13    5,750          0.00%                                
                                                                                  
 Total Shares owned¹          142,260,796    94.67%                               
                                                                                  
 Issued and outstanding       150,263,199                                         


As of today, the total of LBi shares owned by Publicis Groupe1 represents 94.67%
of the issued and outstanding capital of LBi. 

Disregarding shares in LBi held by LBi after settlement of the Offer, the total
of LBi shares owned by Publicis Groupe1 represents approximately 97%2 of the
shares in LBi. 

Notes:

1. This is including the 107,330,624 shares tendered during the Acceptance
Period in respect of which settlement took place on 21 January 2013 and
excluding any shares tendered during the Post Acceptance Period. An update on
the final number of shares tendered will be provided at the end of the Post
Acceptance Period. 

2. Rounded figure 

Offer Document, Circular and further information

The information in this press release is not intended to be complete and for
further information explicit reference is made to the Offer Document and the
Circular. The Offer Document and the Circular contain full details of the Offer.


Terms not defined in this press release will have the meaning as set forth in
the Offer Document. 

Shareholders are advised to review the Offer Document and the Circular in detail
and to seek independent advice where appropriate in order to reach a reasoned
judgement in respect of the content of the Offer Document, the Circular and the
Offer itself. 

Copies of the Circular, the Articles, the proposed amendments to the Articles,
LBi's Annual Reports for the Financial Years 2011, 2010 and 2009, the LBi first
half-year report 2012 and the LBi Q3 trading update, are available free of
charge at the offices of LBi and can be obtained by contacting LBi at the
address mentioned below and also on the website of LBi (www.lbi.com). 

The Offeror and Publicis Groupe
Publicis Groupe Holdings B.V.
Prof. W.H. Keesomlaan 12
1183 DJ Amstelveen
The Netherlands 

Publicis Groupe S.A.
133, Avenue des Champs Elysées
75008 Paris Cedex 08
France 

LBi
LBi International N.V.
Joop Geesinkweg 209
1096 AV Amsterdam
The Netherlands 

The Settlement Agent
SNS Securities N.V.
Nieuwezijds Voorburgwal 162
1012 SJ Amsterdam
The Netherlands 

Swedish Settlement Agent
Mangold Fondkommission AB
Engelbrektsplan 2
114 34 Stockholm
Sweden 

Important information

Restrictions

The Offer is being made in and from the Netherlands with due observance of such
statements, conditions and restrictions as are included in the Offer Document.
The Offeror reserves the right to accept any tender under the Offer, which is
made by or on behalf of a Shareholder, even if it has not been effected in the
manner as set out in the Offer Document. 

The distribution of the Offer Document and/or the making of the Offer in
jurisdictions other than the Netherlands may be restricted and/or prohibited by
law. The Offer is not being made, and the Shares will not be accepted for
purchase from or on behalf of any Shareholders, in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities or
other laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority not expressly
contemplated by the terms of the Offer Document. However, acceptances of the
Offer by Shareholders not residing in the Netherlands will be accepted by the
Offeror if such acceptances comply with (i) the acceptance procedure set out in
the Offer Document, and (ii) the applicable laws and regulations in the
jurisdiction from which such acceptances have been made. Persons obtaining the
Offer Document are required to take due notice and observe all such restrictions
and obtain any necessary authorisations, approvals or consents. Neither the
Offeror, Publicis Groupe or LBi, nor any of their respective affiliates or any
of their respective supervisory or managing directors, employees or advisers
accepts any liability for any violation by any person of any such restriction.
Outside of the Netherlands, no actions have been taken (nor will actions be
taken) to make the Offer possible in any jurisdiction where such actions would
be required. In addition, the Offer Document has not been filed with nor
recognised by the authorities of any jurisdiction other than the Netherlands. 

Any person (including, without limitation, custodians, nominees and trustees)
who would or otherwise intends to forward the Offer Document or any related
document to any jurisdiction outside the Netherlands should carefully read
Section 1 (Restrictions) and Section 2 (Important information) of the Offer
Document before taking any action. The release, publication or distribution of
the Offer Document and any documentation regarding the Offer or the making of
the Offer in jurisdictions other than the Netherlands may be restricted by law
and therefore persons into whose possession the Offer Document comes should
inform themselves about and observe such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the law of any such
jurisdiction. Neither the Offeror, Publicis Groupe or LBi, nor any of their
respective affiliates or any of their respective supervisory or managing
directors, employees or advisers accepts any liability for any violation by any
person of any such restriction. 

United States of America

The Offer is made for the securities of a Dutch company and is subject to Dutch
disclosure requirements, which are different from those of the United States.
Financial statements included in the document, if any, have been prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted by
the EU and thus may not be comparable to the financial statements of United
States companies. The Offer will be made in the United States pursuant to
Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of
1934, as amended (the "US Exchange Act"), subject to the exemptions provided by
Rule 14d-1(c) under the US Exchange Act and otherwise in accordance with the
requirements of the Merger Rules. Accordingly, the Offer will be subject to
disclosure and procedural requirements that are different from those applicable
under United States domestic tender offer procedures and law. 

It may be difficult for Shareholders to enforce their rights and claims arising
under the federal securities laws, since the Offeror and LBi are located in a
country other than the United States, and some or all of their officers and
directors may be residents of a country other than the United States.
Shareholders may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws. It may be
difficult to compel a non-US company and its affiliates to subject themselves to
a US court's judgments. 

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 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 such information. 

Each United States shareholder of LBi is urged to consult with its independent
professional adviser regarding the acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such shareholder's
election to participate in the Offer. 

The Offer Document has not been submitted to or reviewed by the United States
Securities and Exchange Commission ("SEC") or any state securities commission.
Neither the SEC nor any such state securities commission has approved or
disapproved of the Offer, passed upon the fairness or merits of the Offer, or
passed upon the adequacy or accuracy of the disclosure contained in the Offer
Document. Any representation to the contrary is a criminal offence in the United
States of America. 

Canada and Japan

The Offer and any solicitation in respect thereof is not being made, directly or
indirectly, in or into Canada or Japan, or by use of the mailing systems, or by
any means or instrumentality of interstate or foreign commerce, or any
facilities of a national securities exchange, of Canada or Japan. This includes,
but is not limited to, post, facsimile transmission, telex or any other
electronic form of transmission and telephone. Accordingly, copies of the Offer
Document and any related press announcements, acceptance forms and other
documents are not being sent and must not be mailed or otherwise distributed or
sent in, into or from Canada or Japan or, in their capacities as such, to
custodians, nominees or trustees holding Shares for persons residing in Canada
or Japan. Persons receiving the Offer Document and/or such other documents must
not distribute or send them in, into or from Canada or Japan, or use such
mailing systems or any such means, instrumentality or facilities for any purpose
in connection with the Offer; so doing will invalidate any purported acceptance
of the Offer. The Offeror will not accept any tender by any such use, means,
instrumentality or facility from within Canada or Japan. 

Tender and transfer of Shares constitutes a representation and warranty that the
person tendering the Shares (i) has not received or sent copies of the Offer
Document or any related documents in, into or from Canada or Japan and (ii) has
not otherwise utilised in connection with the Offer, directly or indirectly, the
mailing systems or any means or instrumentality including, without limitation,
facsimile transmission, telex and telephone of interstate or foreign commerce,
or any facility of a national securities exchange of, Canada or Japan. The
Offeror reserves the right to refuse to accept any purported acceptance that
does not comply with the foregoing restrictions, any such purported acceptance
will be null, void and without effect. 

Forward looking statements

This announcement and the Offer Document include "forward-looking statements"
including statements about the expected timing and completion of the Offer.
Forward-looking statements involve known or unknown risk and uncertainty because
these statements relate to events and depend on circumstances that may occur in
the future. Generally, words such as "may", "should", "aim", "will", "expect",
"intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or
similar expressions identify forward-looking statements. Each of the Offeror,
Publicis Groupe and LBi, and any of their respective affiliates, each with
respect to the statements it has provided, believes the expectations reflected
in such forward-looking statements are based on reasonable assumptions.
Nevertheless, no assurance can be given that such statements will be fulfilled
or prove to be correct, and no representations are made as to the future
accuracy and completeness of such statements. Any such forward-looking
statements must be considered together with the fact that actual events or
results may vary materially from such forward-looking statements due to, among
other things, political, economic or legal changes in the markets and
environments in which the Offeror, Publicis Groupe and/or LBi does business, to
competitive developments or risks inherent to the Offeror's, Publicis Groupe's
or LBi's business plans and to uncertainties, risk and volatility in financial
markets and other factors affecting the Offeror, Publicis Groupe and/or LBi. 

The Offeror, Publicis Groupe and LBi undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable laws
and regulations or by any competent regulatory authority.

 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 (Digitas, Razorfish, Rosetta, VivaKi), traditional advertising (BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate communications and events (MSLGROUP), media buying and strategy (Starcom MediaVest Group and ZenithOptimedia) and specialized communications with PHCG (Publicis Healthcare 
 Communications Group). Present in 104 countries, the Groupe employs 56,000 professionals.  
 
www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook: www.facebook.com/publicisgroupe 
 
Viva la Difference ! 
           
 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.  
 
www.lbi.com 


Publicis Groupe
Corporate Communication
Peggy Nahmany, + 33 (0)1 44 43 72 83
or
Investor Relations
Martine Hue, + 33 (0)1 44 43 65 00
Stephanie Atellian, + 33 (0)1 44 43 74 44 

Copyright Business Wire 2013

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