Publicis Groupe to Acquire Business Interactif.Move in France to Strengthen Publicis Groupe's Leadership in Digital and Interactive CommunicationsPARIS Paris, in Greek mythology Paris or Alexander, in Greek mythology, son of Priam and Hecuba and brother of Hector. Because it was prophesied that he would cause the destruction of Troy, Paris was abandoned on Mt. , June 14 /PRNewswire-FirstCall/ -- - Acquisition by Publicis Groupe of the Founding Partners Combined Stake, Representing 49% of the Share Capital of Business Interactif - 10.10 Euros per Business Interactif Share; to be Paid 50% in Cash and 50% in Publicis Groupe Shares - Mixed Public Offer to be Filed Within the Coming Weeks An agreement was reached today between Publicis Groupe and the senior managers and founders of Business Interactif, Emmanuel Henrion and Francois de la Villardiere under which they agree to sell to Publicis Groupe a block of shares accounting for approximately 49% of the capital of Business Interactif, a company listed on the Eurolist of Euronext Paris Euronext Paris is France's securities market, formerly known as the Paris Bourse, which merged with the Amsterdam and Brussels exchanges in September 2000 to form Euronext NV, which is the second largest exchange in Europe behind the London Stock Exchange. . Through this project, Business Interactif will join Digitas, the leader in digital and interactive communication, which became part of Publicis Groupe in January 2007. Business Interactif's employee's council (Comite d'entreprise) was consulted today on Publicis Groupe's intention to acquire Business Interactif, and they gave a favourable opinion on this transaction. The Business Interactif Board of Directors met today and unanimously approved the project, considering it would benefit the company, its employees as well as its clients. The Board declared that it will formally recommend Business Interactif shareholders to tender their shares, after a satisfactory report of the independent expert, Associes en Finance, responsible for issuing the fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. required by authorities. Subject to the completion of the conditions precedent(1), Publicis Groupe will file a mixed public offer with the AMF AMF ACE (Allied Command, Europe) Mobile Force AMF Autorité des Marchés Financiers (French) AMF Action Message Format AMF Arab Monetary Fund AMF Asian Monetary Fund AMF Autocrine Motility Factor (the French securities market regulator) for the remaining capital of Business Interactif at 10.10 euros per share, under the same conditions as those under which the managers agreed to sell their shares. This offer will likely be filed within the next weeks. The Strategic Framework of the Transaction This acquisition is part of the Publicis Groupe strategy aiming to expand its leadership in digital communications Transmitting text, voice and video in binary form. See communications. and to reinforce its expertise with the best talent in this industry. Founded in 1996, Business Interactif is the top independent French digital and interactive communications group, and is among the most successful companies in the industry. Business Interactif provides an extensive range of solutions and services including: recruitment and loyalty programs, sponsored links, e-mail and marketing campaigns, search engine optimization Designing a Web site so that search engines easily find the pages and index them. The goal is to have your page be in the top 10 results of a search. Optimization includes the choice of words used in the text paragraphs and the placement of those words on the page, both visible and hidden , site design, implementation and maintenance. Clients include L'Oreal, Nestle, EDF (algorithm) EDF - earliest deadline first. , Bouygues Telecom, PPR PPR peste des petitis ruminants. , Ventes Privees, Lancome, Seb, The International Olympic Committee “IOC” redirects here. For other uses, see IOC (disambiguation). The International Olympic Committee (French: Comité International Olympique) is an organization based in Lausanne, Switzerland, created by Pierre de Coubertin and Demetrios Vikelas on June 23 , and others. Business Interactif employs 250 interactive communication specialists. The acquisition of Business Interactif is a critical step in a strategic international expansion plan allowing advertisers to take increased advantage of Digitas' unique know-how. It is natural to start in France. Emmanuel Henrion and Francois de la Villardiere, the managers of Business Interactif, have made commitments to stay within the Groupe for at least three years and will now head Digitas France and will serve on the Digitas Global Board. The two will also manage Prodigious Europe. Maurice Levy Maurice Levy may refer to:
David Kenny, Chairman and CEO of Digitas, and Vice President of Publicis Groupe responsible for digital strategy, added "We are taking some very decisive steps at the moment implementing our international strategy, and rolling out our brand on a global scale. Concrete results include taking on global digital assignments for clients, recruiting several strong leaders, stronger analytic and operational ties to the major digital media companies, as well as today's announcement of the acquisition of Business Interactif, and the arrival of these teams to the heart of the Digitas network. This important step follows the recent launch of Digitas London. Our objective is to be able to propose to our clients the best solutions in digital and interactive communications. Digitas is now capable of servicing the most demanding European clients from its French or UK platforms." Emmanuel Henrion and Francois de la Villardiere, the senior managers and founders of Business Interactif, announced from their side "Our business sector is rapidly being consolidated by communications groups, Internet actors and media groups. We chose Publicis Groupe for two reasons: Digitas and David Kenny give Publicis Groupe an incredible growth lever to win the digital revolution. Digitas is very strong in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , and we are looking forward to contributing to its development in Europe from France. In addition, Publicis Groupe and Maurice Levy represent an exceptional French success story that we - along with our teams - are very proud to join." Publicis Groupe has nearly 4,000 employees in France, its country of origin (out of 42,000 worldwide). The Groupe has been present since 1926, and today includes Publicis (and the very first agency Publicis Conseil), Leo Burnett, Saatchi & Saatchi and Publicis Groupe Media France (ZenithOptimedia, Starcom), as well as units dedicated to digital and interactive communication such as Publicis Modem, Publicis Net, Arc and Saatchi & Saatchi X. Publicis Groupe also has several marketing services networks such as Publicis Consultants, Publicis Events and Publicis Healthcare France. The Terms of the Offer The transfer of the senior managers' shares was agreed at the price of 10.10 euros for each Business Interactif share, representing a premium of 9.8% to the closing price of Business Interactif's shares on June 13. 10.10 euros per share represents a premium of 23.3% and 34.7% to the three-month and six-month weighted average price of Business Interactif shares respectively, prior to the press rumours of last April 16. 50% of this transaction will be paid in cash and 50% will be paid in new Publicis Groupe shares. Based on 100% of the capital of Business Interactif, this represents a total consideration of 137mEUR, split between a 68mEUR cash component and 2.0m newly issued Publicis Groupe shares1. The transaction is expected to close in the course of the third quarter of 2007 and will have a neutral impact on Publicis Groupe 2007 EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. . In accordance with French stock market regulations, Publicis Groupe will offer Business Interactif shareholders to tender the remaining 51% of shares under a mandatory offer of 10.10 euros per share. The filing of this offer within the coming weeks is subject to the completion of the conditions precedent set in the aforementioned agreement. It is expected that the Publicis Groupe offer will be structured as a mixed public offer with a principal offer and two subsidiary offers subject to an aggregate limit of 50% in Publicis Groupe shares and 50% in cash. Under the principal mixed public offer, Business Interactif shareholders will be offered to exchange 33 Business Interactif shares for 5 newly issued Publicis Groupe shares, and EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 167 in cash. Under the subsidiary exchange offer, Business Interactif shareholders will receive 10 newly issued Publicis Groupe shares for 33 Business Interactif shares. Under the subsidiary cash offer, Publicis Groupe will offer to purchase Business Interactif shares for EUR10.10 / share. For this transaction, Lazard acted as financial advisor to Publicis Groupe and Messier Partners as well as Rothschild & Cie acted as financial advisors to Business Interactif and to the selling shareholders. Publicis Groupe (Euronext Paris: FR0000130577 and NYSE NYSE See: New York Stock Exchange : PUB) is the world's fourth largest communications group, and a global leader in digital and online advertising, media consulting, and healthcare communications. With some 42,000 professionals in 104 countries, the Groupe's activities cover advertising, through three global advertising networks: Leo Burnett, Publicis, Saatchi & Saatchi, as well as through its two multi-hub networks Fallon Worldwide and 49%-owned Bartle Bogle Hegarty Bartle Bogle Hegarty (BBH) is a British advertising agency, responsible for some of the more notable advertising campaigns of the last twenty years. The company was founded by John Bartle, Nigel Bogle & John Hegarty in 1982. ; media agencies with two worldwide networks ZenithOptimedia and Starcom MediaVest Group; and marketing services, including digital and interactive communications through Digitas; relationship and direct marketing, public and media relations, corporate and financial communications, multicultural communications, and event communications. The Groupe is also the world leader in healthcare communications. Web site: http://www.publicisgroupe.com/ Business Interactif (Euronext Paris: FR 0000076051) is France's leading and most integrated pure-play interactive marketing agency. The company offers a complete range of services and products designed to optimize multi-channel relationships and interactive marketing strategies such as: Recruitment and loyalty building e-mail and marketing campaigns, Search engine optimization, Site design, implementation and maintenance. Business Interactif has a strong International presence with offices in Paris, New York This article is about the New York town. For other uses, see Paris (disambiguation). Paris is a town in Oneida County, New York, USA. The population was 4,609 at the 2000 census. The town was named after an early benefactor, Colonel Isaac Paris. , Tokyo and Shanghai, and has an impressive portfolio of long term top-tier clients: Accor, Airbus, Areva, Bic, Carrefour, Chronopost, International Olympic Committee, EDF, Lancome, Lagardere, L'Oreal, Nestle, PPR Group, SEB Group, Renault, Societe Generale, and others. Business Interactif has specialized units, such as Webformance, European leader in search engine optimization, and I Base, a leader in email marketing. Web site: http://www.businessinteractif.fr/ About Business Interactif As a leading interactive marketing agency in France, Business Interactif offers a complete range of services and products designed to optimize multi-channel relationships and interactive marketing strategies. The company offers the following services: - Digital Marketing Services: Website creation and design, e-marketing and e-commerce solutions - Traffic (Media and Data): Search engine optimization, loyalty building email and marketing campaigns, viral marketing, sponsored links, mobile marketing Business Interactif uses a technical, multilingual, multi-device, platform allowing it to deliver on all kinds of marketing, and to measure and optimize performance (through tracking and reporting tools). This platform is organized as follows: - E-commerce: BI Commerce is the top e-commerce solution shop. - Content Management: BI Content Management is a content management tool that integrates standard and adapted solutions based on different type of clients - Tracking: Marketing Console allows to practically navigate in real time the different communications solutions based on their ROI (Return On Investment) The monetary benefits derived from having spent money on developing or revising a system. In the IT world, there are more ways to compute ROI than Carter has liver pills (and for those of you who never heard of that expression, it means a lot). .
Key Figures
IFRS, EUR in 2004 2005* 2006 2007***
million
Sales 12,1 15,9 28,9 40
EBITDA 0,6 1,7 4,4 9
EBITDA Margin 4.90% 10.70% 15.20% 22.5%
EBIT before 0,6 1,4 3,2 -
exceptionals
EBIT** 0,6 1,4 1,2 -
Net Income 0,5 1,5 0,4 -
(*) Including Webformance for the fourth quarter, (**) After exceptional and non recurring items related to relocation of company's headquarters, (***) Public guidance from Business Interactif, March 27, 2007 Business Interactif executes over 250 projects every year for more than fifty active clients. Since 2000, the agency has received an average of 5 professional awards per year, including last year's title of "Interactive Agency of the Year 2006". 85% of its clients have worked with them for over 6 years. Its global reach spans 3 continents: Europe (France), Asia (Tokyo and Shanghai) and North America (New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of ). Senior Managers and Founders Francois de La Villardiere Francois de La Villardiere, 42, graduated from the Institut d'Etudes Politiques et des Relations Internationales and of the Institut Superieur de Gestion. Francois has developed a wealth of experience in the deployment of complex IT solutions, with over 9 years of telecommunications consulting experience at SI Consulting and France Telecom. He now manages the Business Interactif's operations and supervises client strategy. He is in charge of Operations, and strategic follow-up for clients. Emmanuel Henrion Emmanuel Henrion, 42, graduated from the ESCP ESCP Ecole Supérieure de Commerce de Paris ESCP European Society of Clinical Pharmacy ESCP European Society of Coloproctology (Edinburgh, UK) ESCP Erosion and Sediment Control Plan ESCP European Small Claims Procedure and began a career in media, where he managed various marketing, editorial and commercial services. Emmanuel has over 10 years of experience in new technologies and his responsibilities at Business Interactif include group management, client and service strategy. --------------------------------- (1) Number of shares calculated on the basis of 20 trading days weighted average price of Publicis Groupe shares, June 11, taking into account 0.5 EUR share of dividend due to be paid on 3rd July 2007 CONTACT: Contacts : Publicis Groupe, Eve Magnant, Corporate Communications, +33-(0)1-44-43-70-25. Martine Hue, Investor Relations Investor relations The process by which the corporation communicates with its investors. , +33-(0)1-44-43-65-00. Business Interactif : Emmanuel Henrion / Francois de la Villardiere, +33-(0)1-49-68-12-12 |
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