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Exhibit 99.1
[SNYDER COMMUNICATIONS LOGO]
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817
December 22, 2000
To Circle.com Common Stockholders:
As you know, on September 25, 2000, a special meeting of stockholders of
Snyder Communications, Inc. (the "Company") was held to vote upon the proposed
acquisition of the Company by Havas Advertising through a merger transaction.
Because we will not be holding an annual meeting of stockholders this year, we
thought you would be interested in receiving information regarding the
consummation of the merger and the new directors and executive officers of the
Company. We have also enclosed for your information a copy of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 which was
filed with the Securities and Exchange Commission (the "SEC") on November 14,
2000.
The Merger
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On September 26, 2000, Havas Advertising, a societe anonyme organized under
the laws of the French Republic ("Havas Advertising"), became the holder of a
majority of the voting rights of the Company, as a result of the merger (the
"Merger") of HAS Acquisition Corp. ("Merger Subsidiary"), a wholly-owned
subsidiary of Havas Advertising, with and into the Company pursuant to the
Amended and Restated Agreement and Plan of Merger, dated as of August 3, 2000
and effective as of February 20, 2000, among Havas Advertising, Merger
Subsidiary and the Company (the "Merger Agreement"). The Company was the
surviving corporation in the Merger and became a majority-owned subsidiary of
Havas Advertising. As a result of the Merger, Havas Advertising became the owner
of 100% of the outstanding SNC Common Stock (as defined below), which represents
over 85% of the voting rights of the Company.
Under the terms of the Merger Agreement, on September 26, 2000 (the
"Effective Time") each issued and outstanding share of common stock, par value
$.001 per share, of the Company designated as "Snyder Communications, Inc. SNC
Common Stock" in its certificate of incorporation (the "SNC Common Stock") was
converted into the right to receive 1.3710 (the "Exchange Ratio") Havas
Advertising American Depositary Shares (the "Havas Advertising ADSs"). A total
of approximately 100.8 million Havas Advertising ADSs were issued in the Merger
in exchange for SNC Common Stock. Each Havas Advertising ADS represents one
Havas Advertising ordinary share, nominal value 0.40 euro per share. As you
know, the Circle.com common stock remained outstanding after the Merger.
At the Effective Time, the then outstanding and unexercised options
exercisable for shares of SNC Common Stock, other than the options granted to
the former directors, executive officers and nine employees of the Company,
which were purchased for cash in an aggregate amount of approximately $43.4
million pursuant to the Merger Agreement, were converted into options
exercisable for an aggregate of approximately 9.5 million Havas Advertising
ADSs. Each Havas Advertising ADS option has the same terms and conditions as the
SNC option it replaced, except that the number of shares issuable upon exercise,
rounded up to the nearest whole share, and the exercise price was adjusted to
reflect the Exchange Ratio.
The principal terms of the Merger and the relationships between the
Company, Havas Advertising and their respective directors, officers and
affiliates, are described in the Proxy Statement/Prospectus dated August 24,
2000 filed in connection with Havas Advertising's Registration Statement on Form
F-4 (Registration No. 333-43362) with the SEC. The Proxy Statement/Prospectus
was distributed to all holders of SNC common stock and Circle.com common stock
who were the holders of record at the close of business on August 21, 2000. If
you would like a copy of the Proxy Statement/Prospectus, please refer to the
section captioned "Additional Information" at the end of this letter.
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Directors and Executive Officers
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In accordance with the Merger Agreement, the following directors, who
served as directors of Merger Subsidiary prior to the Merger, became the
directors of the Company as of the Effective Time:
Alain de Pouzilhac Michel Boutinard Rouelle
Bob Schmetterer Richard Colker
Jacques Herail Clement Vaturi
In accordance with the Merger Agreement, the following executive officers,
who served as executive officers of Merger Subsidiary prior to the Merger,
became the executive officers of the Company in the positions indicated as of
the Effective Time:
Name Title
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Alain de Pouzilhac Chairman of the Board, Chief Executive
Officer and President
Jacques Herail Chief Financial Officer, Senior Vice
President and Treasurer
The following are summary biographies of the new directors and executive
officers of the Company:
Alain de Pouzilhac. Alain de Pouzilhac is currently the Chairman and Chief
Executive Officer of Havas Advertising and a member of its executive committee.
He began his career at Publicis Conseil, a French advertising company, in 1969
as an Assistant Account Executive. In 1970, he joined the French advertising
company DDB as account executive. In 1982, he was appointed Chairman and Chief
Executive Officer of Havas Conseil, a subsidiary of Havas Advertising. Between
1984 and 1989, he served as Chairman of HCM, an advertising joint venture
comprised of Havas Conseil and Marsteller (an agency affiliated with the U.S.
advertising company Young & Rubicam), and HCM's successor, HDM, an advertising
joint venture comprised of Havas Conseil, Dentsu and Marsteller. Alain was
appointed Chairman and Chief Executive Officer of Havas Advertising in 1989.
Bob Schmetterer. Bob Schmetterer is currently the Chairman and Chief
Executive Officer EURO RSCG Worldwide and a member of Havas Advertising's
executive committee. Bob began his career in advertising at Scali McCabe Sloves
in 1971. In 1987, he became one of the founding partners of the New York
advertising agency Messner Vetere Berger McNamee Schmetterer EURO RSCG. In 1984
he was appointed Chief Executive Officer of HCM and later served as Chief
Executive Officer of HDM. Bob has served as Chairman and Chief Executive Officer
of EURO RSCG Worldwide since 1997.
Jacques Herail. Jacques Herail is currently Managing Director and Chief
Financial Officer of Havas Advertising and a member of its executive committee.
Jacques, a graduate of Sciences Economiques at the Institut d'Etudes Politiques
and the Ecole Superieure des Sciences Economiques et Commerciales (ESSEC), began
his career at the accounting firm Arthur Andersen in 1976. In 1984, he was
appointed Chief Financial Officer of HCM and later served as Chief Financial
Officer of HDM. Between 1989 and 1996, he served as Executive Vice President of
EURO RSCG Worldwide. Since 1996, Jacques has served as Managing Director and
Chief Financial Officer of Havas Advertising.
Michel Boutinard Rouelle. Michel Boutinard Rouelle is a director of Havas
Advertising, a position he has held since March 1997. Michel, a graduate of the
Institut d'Etudes Politiques de Paris and the Ecole Nationale d'Administration
(ENA), began his career in government and public affairs, holding a variety of
national, regional and local offices in France from 1971 to 1988, including
Chief of Staff of the Mayor of Paris from 1977 to 1979 and Counsellor to the
Prime Minister from 1986 to 1988. From 1989 to 1999, Michel held a variety of
positions with Havas S.A., a French media group, and its affiliates. These
positions included Vice President of Havas S.A. from 1997 to 1998 and Chairman
and Chief Executive Officer of Havas S.A.'s affiliate Havas Media Communication
from 1995 to 1999. Since 1999, Michel has acted as a free-lance management
consultant.
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Richard Colker. Richard Colker is currently Managing Partner of Acadia
Investment Corporation, a private investment company, and Colker, Gelardin &Co.,
a private investment banking partnership. Richard has held these positions since
1990. A graduate of Michigan State University, Richard began his career at Wells
Fargo Bank N.A., a financial institution, as Manager, Corporate Finance
Department. From 1976 to 1983, Richard served as Vice President of Banque de la
Societe Financiere Europeenne, a French financial institution. From 1983 to
1990, Richard served as Managing Director, Investment Banking, and a Member of
the London Management Committee of the investment bank Kidder, Peabody
International Limited and its affiliate Kidder, Peabody & Co., and a Member of
the Board of Directors of another affiliate, Kidder, Peabody Italia S.p.A.
Clement Vaturi. Clement Vaturi has served as Chairman and Chief Executive
Officer of Immobiliere Hoteliere, a French hotel real estate development
company, since 1983. Clement is also Chairman and Chief Executive Officer of
several of Immobiliere Hoteliere's affiliates, including Immobiliere Hoteliere
Montparnasse and SOCIF. Clement, who received his Bachelor of Science, Civil
Engineering, from the Massachusetts Institute of Technology and his Master of
Science, Industrial Management, from the Sloan School of Management at the
Massachusetts Institute of Technology, also serves as Chairman of Credicom NV,a
Belgian financial institution.
Additional Information
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For additional information regarding the Merger, please refer to the Proxy
Statement/Prospectus, dated August 24, 2000, or contact David Pauken at the
Company at the address noted below. In addition, as a result of the Merger, the
Company's Bylaws have changed, but the Certificate of Incorporation has remained
the same. Copies of the Proxy Statement/Prospectus, Certificate of Incorporation
and Bylaws of the Company may be obtained free of charge at the SEC's website,
www.sec.gov, or by contacting David Pauken at the Company at the
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following address:
Snyder Communications, Inc.
6903 Rockledge Drive, 15th Floor
Bethesda, Maryland 20817
Attn: David Pauken
(301) 571-6265
(301) 571-7985
[email protected]
/s/ Alain de Pouzilhac
Alain de Pouzilhac
Chairman of the Board,
Chief Executive Officer and President
