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Filed by Havas Advertising
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Havas Advertising
Commission File No:[ ]
The following is an amdendment and restatement of materials filed by Havas
Advertising pursuant to Rule 425 under the Securities Act of 1933 on
February 23, 2000:
On February 21, 2000, Havas Advertising and Snyder Communications issued the
following joint press release related to the proposed acquisition of Snyder
Communications by Havas Advertising. INFORMATION CONCERNING THE PARTICIPANTS IN
THE PROXY SOLICITATION IS SET FORTH OPPOSITE THE FIRST SEVEN BENEFICIAL OWNERS
LISTED IN ITEM 12 OF THE ANNUAL REPORT ON FORM 10-K OF SNYDER COMMUNICATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999 ON FILE WITH THE SEC (COMMISSION FILE NO.
1-12154). INVESTORS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE
SEC'S WEB SITE, WWW.SEC.GOV.
[HAVAS ADVERTISING LOGO]
FOR IMMEDIATE RELEASE
HAVAS ADVERTISING TO ACQUIRE SNYDER FOR $2.1 BILLION IN STOCK,
CREATING WORLD'S 4TH LARGEST ADVERTISING COMMUNICATIONS GROUP
TRANSACTION BRINGS HAVAS ADVERTISING TOP AMERICAN CREATIVE ADVERTISING FIRM,
TARGETED MARKETING SERVICES COMPANY, WORLD'S #1 DIRECT MARKETING COMPANY,
AND NEW INTERNET CAPABILITIES
STRATEGIC ACQUISITION DOUBLES HAVAS ADVERTISING'S NORTH AMERICAN REVENUES;
HAVAS ADVERTISING TO HAVE U.S. STOCK LISTING UPON CLOSING OF TRANSACTION
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LEVALLOIS, FRANCE AND BETHESDA, MD, FEBRUARY 21, 2000 - Havas Advertising
(Paris Stock Exchange: EURC.PA) and Snyder Communications (NYSE: SNC) today
announced a definitive merger agreement under which Havas Advertising will
acquire Snyder in an accretive all-stock transaction valued at US$29.50 per
Snyder share, or a total of approximately US$2.1 billion. Upon completion of the
acquisition, the largest ever in the advertising communications industry, Havas
Advertising will be the world's fourth largest advertising communications group
with approximately US$2.2 billion in pro forma annual revenues, over US$20
billion in pro forma annual billings, 20,000 employees in 75 countries and a pro
forma market capitalization of approximately US$6.5 billion.
Through this strategic transaction, Havas Advertising acquires four
outstanding companies -- in advertising, marketing services, direct marketing
and interactive services -- that will enhance and expand all of its four
divisions: Campus, Euro RSCG Worldwide, Diversified Agencies Group and Media
Planning Group. The four companies under the Snyder holding company are Arnold
Communications, an award-winning advertising agency with a worldwide creative
reputation; Bounty SCA Worldwide, an innovative, high-growth marketing services
firm; Brann Worldwide, the global leader in direct marketing; and Circle.com
(NASDAQ: CIRC), which has interactive capabilities ranging from front-end
website development to back-end business-to-business and e-commerce systems. The
publicly traded shares of the Circle.com tracking stock will remain outstanding
and will continue to trade on Nasdaq.
The addition of the Snyder businesses will greatly expand Havas
Advertising's presence in North America. Havas Advertising's North American
revenues are expected to double and increase from approximately 30% to 45% of
total revenues, while each of the Snyder businesses will benefit from Havas
Advertising's global reach and resources.
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[HAVAS ADVERTISING LOGO]
Under the terms of the transaction, which has been unanimously voted for
by the Boards of Directors of both companies, Snyder shareholders will receive
US$29.50 per Snyder share, subject to certain "collar" provisions, in American
Depositary Receipts representing Havas Advertising common shares. The ADRs will
be registered with the SEC and listed in the U.S. upon closing of the
transaction, which is expected by mid-year.
Havas Advertising expects the transaction to be more than 20% accretive
before synergies to its cash earnings in 2000 on a proforma basis, and
increasingly accretive in subsequent years.
Alain de Pouzilhac, Chairman and Chief Executive Officer of Havas
Advertising, said, "We are very excited about this extraordinary opportunity. In
one transforming transaction, we dramatically increase our North American
presence, build all four of our divisions, increase our global scale and ideally
position ourselves to serve our blue-chip clients around the world."
With this transaction, Havas Advertising will become the world's fourth
largest advertising communications group and the most multicultural and
decentralized global group. As a result of the transaction, Havas Advertising
will include the largest advertising group in interactive services; the largest
direct marketing brand worldwide; the second largest marketing services group
worldwide; the fourth largest advertising network; and the second largest
worldwide independent media company. Post-acquisition, more than half of Havas
Advertising's client base will be in the most dynamic sectors of the world
economy -- telecommunications, technology, financial services, media and
communications, and healthcare.
Mr. de Pouzilhac added, "We do not view this transaction as buying Snyder
-- but instead as acquiring four exceptional companies with expertise and
capabilities complementary to our own. We have been extremely successful
executing our strategy to build our four divisions, growing each both
organically and through acquisition. In the past three years, we have delivered
revenue growth averaging 29% annually, with 1999 revenues growing even faster at
a 38% rate. This superb transaction accelerates our strategy and enables us to
reach our growth targets 18 months ahead of schedule -- which we believe will
create substantial value for our shareholders. We look forward to working with
the talented new managers joining us from all four businesses to capitalize on
the tremendous opportunities we have in North America and the rest of the
world."
Arnold Communications will become the lead agency of the Campus division,
creating a second worldwide creative advertising network to complement Euro RSCG
Worldwide. Bounty SCA Worldwide will operate as part of Euro RSCG Worldwide,
under the leadership of Chairman and CEO Bob Schmetterer, enhancing Euro RSCG
with a large and dynamic consumer access and targeting business, and making it
the world's fourth largest advertising network.
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[HAVAS ADVERTISING LOGO]
The addition of Brann Worldwide and Circle.com will provide new
capabilities and create critical mass for the Company's Diversified Agencies
Group under the leadership of Chairman and CEO Jean-Michel Carlo and North
American Chairman and CEO Patrick Lemarchand. Havas Advertising will also have a
publicly traded internet currency in the Circle.com tracking stock.
Daniel M. Snyder, Chairman and Chief Executive Officer of Snyder
Communications, said, "We are excited about this compelling transaction and
confident that our businesses will flourish under Havas Advertising's ownership.
It is one of the world's leading communications firms, led by an impressive
management team with a track record of success. Our clients, employees and
shareholders will become part of a well-run, global firm and benefit from the
opportunity to share in the tremendous long-term potential of Havas
Advertising."
The transaction is expected to be tax-free to the shareholders of both
companies. The number of Havas Advertising ADRs to be received by Snyder
shareholders will be adjusted to produce a value of US$29.50 per Snyder share as
long as Havas Advertising shares trade within a range of 15% above or below a
price of 580 euros during the 20-trading-day period prior to closing. At the
midpoint of the range, current Havas Advertising shareholders will own
approximately 70% of the expanded Havas Advertising and Snyder shareholders
would own the remaining 30%.
The transaction is subject to shareholder and antitrust approval and
customary closing conditions. Daniel Snyder and other Snyder insiders who own
approximately 30% of outstanding Snyder shares and Havas (a Vivendi subsidiary)
owning 19.7% of Havas Advertising have agreed to vote their shares for the
transaction. In addition, these same shareholders have agreed to certain lock-up
provisions. The transaction includes a termination fee of $85 million payable in
certain circumstances.
J.P. Morgan is acting as financial advisor to Havas Advertising on this
transaction and will act as its U.S. listing agent and depositary bank for
its ADR program. Deutsche Bank Alex Brown is acting as financial advisor to
Snyder.
CONTACTS:
FRANCE: HAVAS ADVERTISING
Julie-Emilie Ades 33 1 41 34 30 16
Alain Camon 33 1 41 34 30 51
U.S.:
George Sard/Paul Caminiti/Brandy Bergman
SARD VERBINNEN & CO.
1 212/687-8080
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[HAVAS ADVERTISING LOGO]
FORWARD-LOOKING INFORMATION
This news release contains certain "forward-looking statements" about the
proposed merger of Havas Advertising and Snyder. These include statements
regarding the anticipated closing date of the transaction, anticipated tax
consequences, and anticipated future operating results. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts. They often include words like "believe," "expect,"
"anticipate," "estimated," "pro forma," and "intend" or future or conditional
verbs such as "will," "would," or "may." Certain factors that could cause actual
results to differ materially from expected results include delays in completing
the merger, difficulties in integrating the Snyder companies with the Havas
Advertising divisions, and changes in general economic conditions that may
adversely affect the businesses in which Havas Advertising and Snyder are
engaged and changes in the securities markets.
ADDITIONAL INFORMATION
Havas Advertising and Snyder will be filing a proxy statement/prospectus
and other relevant documents concerning the merger with the Securities and
Exchange Commission (SEC). WE URGE INVESTORS TO READ PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain the documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by Havas Advertising will be available
free of charge from its Secretaire General, at 84, rue de Villiers, 92683
Levallois-Perret Cedex, France, 00-33-1-41 34 30 00. Documents filed with the
SEC by Snyder will be available free of charge from its Corporate Secretary at
6903 Rockledge Drive, Bethesda, Maryland 20817, 301-571-6265.
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
Snyder and its directors, executive officers and certain other members of
Snyder management and employees may be soliciting proxies from Snyder
shareholders in favor of the merger. Information concerning the participants in
the proxy solicitation will be set forth in the proxy statement/prospectus when
it is filed with the Securities and Exchange Commission.
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The following bulletin was sent to Havas Advertising managers
on February 21, 2000:
To all Havas Advertising managers :
I am extremely pleased to inform you that Havas Advertising today officially
announced the acquisition of the American communications company, Snyder.
Upon completion of this acquisition, the largest ever in the advertising
industry, Havas Advertising will rank fourth largest advertising communications
group worldwide. In strengthening our four divisions, you will appreciate how
highly strategic this operation is for our group.
I invite you to discover the details of this fantastic operation in the press
release below and encourage you to share this news with all your staff.
I am very happy and proud of our group and I thank you all for contributing to
this fine achievement.
Alain de Pouzilhac
Chairman and CEO
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The following bulletin was sent to Havas Advertising staff
on February 21, 2000:
To all Havas Advertising staff :
I am extremely pleased to inform you that Havas Advertising today officially
announced the acquisition of the American communications company, Snyder
Communications.
Upon completion of this acquisition, the largest ever in the advertising
industry, Havas Advertising will rank fourth largest advertising communications
group worldwide.
I invite you to discover the details of this fantastic operation in the press
release below.
I would like to take this opportunity to thank all of you for making this
possible.
Alain de Pouzilhac
Chairman & CEO
* * *
