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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: 1-12145
The following is an amendment and restatement of materials filed by Havas
Advertising pursuant to Rule 425 under the Securities Act of 1933 on June 7,
2000:
On June 5, 2000, Havas Advertising issued the following press release
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.
[LOGO OF HAVAS ADVERTISING APPEARS HERE]
Press Release June 5, 2000
BRANN WORLDWIDE AND THE SALES MACHINE GROUP RANKED FIRST AND SECOND IN TERMS OF
REVENUES BY THE DIRECT MARKETING ASSOCIATION
Rankings Demonstrate Havas Advertising's Strength in
Marketing Services Sector
Levallois, France, June 5, 2000 --- The Havas Advertising Group, the world's 4th
largest communications group*, announced today that Brann Worldwide and The
Sales Machine are ranked 1st and 2nd, respectively, in terms of revenues by the
Direct Marketing Association (DMA). These rankings were reported in the DMA's
Annual Direct Response Agency Report, published last week. In terms of billings,
Brann Worldwide is ranked first and The Sales Machine is in third place. These
rankings reflect Havas Advertising's leadership position in the marketing
services sector.
o Brann Worldwide (1999 revenues of $479.9 million, according to DMA) is one of
the four companies of Snyder Communications. Havas Advertising is on track to
complete its acquisition of Snyder this summer at which point Brann Worldwide
will join the Diversified Agencies Group, headed by Jean-Michel Carlo.
o The Sales Machine (1999 revenues of $367.5 million, according to DMA) is part
of the Euro RSCG Worldwide network, one of the four Havas Advertising
divisions. Launched in July 1999 and headed by Daniel Morel, The Sales
Machine counts 80 agencies in 40 countries. Headquartered in New York City,
Euro RSCG Worldwide whose Chairman and CEO is Bob Schmetterer, is the world's
fifth largest agency network.
"In our constant quest to improve the quality of the service we offer our
clients, Havas Advertising has always sought to strengthen its performance in
marketing services, the highest growth and most profitable sector of
communications," according to Alain de Pouzilhac, Chairman and CEO of Havas
Advertising. "These rankings of first and
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second in terms of revenues demonstrate the successful execution of our strategy
as Havas Advertising expands its leadership position and further reinforces our
premier presence as the best prepared among our peers for the digital
revolution."
About Havas Advertising
Havas Advertising (Paris Stock Exchange: EU.PA) is the world's fourth largest
communications group*. With its headquarters in Paris and two of its four
operating divisions headquartered in New York and Madrid, Havas Advertising
brings a multinational approach to its business that distinguishes it from
other major advertising companies. Havas Advertising has a presence in 75
countries, ranking among the top ten in 43 of those countries. Havas
Advertising offers a complete line of communications services, including
general advertising, direct marketing, media planning and buying, corporate
communications, sales promotion, design, human resources, multimedia
interactive communications and public relations. Following completion of the
Snyder Communications acquisition, Havas Advertising expects to have 2000 pro
forma annual billings of 20 billion euro, pro forma annual revenues of 2.2
billion euro ( 45% from the US and 60% from marketing services) a worldwide
presence of over 300 agencies and a staff of 20,000. Completion of the Snyder
Communications acquisition is subject to various conditions, including approval
of the transaction by the Snyder Communications stockholders and authorization
of the necessary capital increase by the Havas Advertising shareholders.
Further information on Havas Advertising can be found on the company's website
at: www.havas-advertising.com.
* Advertising Age Annual Agency Report ranking, April 24, 2000 and pro forma
for Snyder Communications acquisition.
Contacts : Julie-Emilie Ades : (33 1) 41 34 30 16
Alain Camon : (33 1) 41 34 30 51
Robert McCann : (33 1) 41 34 36 32
[email protected]
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Forward-looking Information
This document contains certain "forward-looking statements". These forward-
looking statements are subject to risks and uncertainties that could cause
actual results for differ materially from the information presented herein.
Forward-looking statements can be
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identified by the use of forward-looking words, such as "may," "will,"
"project," "estimate," "anticipate," "believe," "expect," "continue,"
"potential," "opportunity," or comparable words or expressions. Certain factors
that could cause actual results to differ materially from expected results
include but are not limited to: general economic conditions, the ability to
retain existing and attract new clients, client losses, changes in advertising
and marketing budgets of clients, the ability to retain key personnel while
continuing to control labor costs, the impact of industry competition, the
ability to implement the company's growth strategy and to complete and
integrate acquisitions, and changes in the securities markets.
Additional Information
Havas Advertising and Snyder Communications 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 THE 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 web
site, 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 Communications 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 Communications and its directors, executive officers and certain other
members of Snyder Communicationsmanagement and employees may be soliciting
proxies from Snyder Communications 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 SEC.
