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Filed by Havas Advertising
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Snyder Communications
Commission File No.: 333-43362
On September 25, 2000, Havas Advertising issued the following press release
related to the acquisition of Snyder Communications, Inc. by Havas Advertising.
INFORMATION CONCERNING THE PARTICIPANTS IN THE PROXY SOLICITATION IS SET FORTH
IN THE REGISTRATION STATEMENT ON FORM F-4 OF HAVAS ADVERTISING ON FILE WITH THE
SEC (COMMISSION FILE NO. 333-43362). INVESTORS WILL BE ABLE TO OBTAIN THE
DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE, WWW.SEC.GOV.
[HAVAS ADVERTISING LOGO]
Havas Advertising Shareholders Approve
Acquisition of Snyder Communications
LEVALLOIS, France, September 25, 2000 -- Havas Advertising (Paris Stock
Exchange: HAV.PA), the world's fourth largest communications group* with Snyder
Communications, announced that at today's Extraordinary General Meeting its
shareholders approved the acquisition of Snyder Communications (NYSE: SNC).
Separately, shareholders of Snyder Communications also voted to adopt the
merger agreement and approve the merger at a special shareholders meeting held
earlier today.
The Havas Advertising shares which will be issued in exchange for the Snyder
Communications SNC shares will be listed on the Paris Bourse, and on Nasdaq in
the form of American Depositary Shares (ADSs) under the symbol "HADV"
beginning on September 27, 2000. A certificate of merger has been filed in
Delaware and the transaction will be effective on September 26 at 4:30 PM
Eastern Daylight Time. SNC shares will trade as usual on the NYSE on September
26 and will be replaced by Havas Advertising ADSs on Nasdaq as of 9:30 AM
Eastern Daylight Time on September 27. Each share of SNC common stock will be
exchanged for 1.3710 Havas Advertising ADSs.
Contacts:
Alain Camon: (33 1) 41 34 30 51
Robert McCann: (33 1) 41 34 36 32
[email protected]
*Advertising Age Annual Agency Report ranking, April 24, 2000 and pro forma for
Snyder Communications acquisition.
FORWARD-LOOKING INFORMATION
This document contains certain "forward-looking statements" about the proposed
merger of Havas Advertising and Snyder Communications. These include statements
regarding the 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 difficulties in integrating the Snyder
Communications companies with the Havas Advertising divisions, and changes in
general economic conditions that may adversely affect the businesses in which
Havas Advertising and Snyder Communications are engaged and changes in the
securities markets.
ADDITIONAL INFORMATION
Havas Advertising and Snyder Communications filed a proxy statement/prospectus
and other relevant documents concerning the merger with the Securities and
Exchange Commission (SEC). WE URGE INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors are able to obtain the documents
free of charge at the SEC's web site, http://www.sec.gov. In addition, documents
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[HAVAS ADVERTISING LOGO]
filed with the SEC by Havas Advertising are free of charge from its Secretaire
General, at 84, rue de Villiers, 92683 Levallois-Perret Cedex, France, 33-1-41
34 30 00. Documents filed with the SEC by Snyder Communications are available
free of charge from its Corporate Secretary at 6903 Rockledge Drive, Bethesda,
Maryland 20817, 301-571-6265.
Havas Advertising has filed with the French Commission des Operations de Bourse
(COB) a prospectus consisting of a document de reference and a note d'operation
definitive that have received the visas of the COB. Investors are able to obtain
this prospectus, free of charge, at Havas Advertising.
