<PAGE>
Filed by Havas Advertising
Pursuant to Rule 425 under the Securities and Exchange Act of 1933
Subject Company: Snyder Communications
Commission File No.: 333-43362
On September 14, 2000, Havas Advertising issued the following press release
related to the proposed 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 MAY OBTAIN THE
DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE, WWW.SEC.GOV.
[HAVAS ADVERTISING LOGO APPEARS HERE]
Havas Advertising introduces Campus in Canada
with the acquisition of Vickers & Benson
Levallois, France, September 14, 2000 - Havas Advertising, which expects to
become the world's 4th largest communications group upon completion of its
acquisition of Snyder Communications*, has announced the acquisition of the
businesses and assets of Toronto-based Vickers & Benson Companies Limited which
businesses will be carried on under the name Vickers & Benson Inc. Vickers &
Benson Inc. will become part of the Havas Advertising Campus network, a move
that is considered the first major entry of Campus into the Canadian market and
the next step in its North American expansion plan.
The acquisition includes all of the businesses formally conducted by Vickers &
Benson Advertising Ltd., VBDI (Vickers & Benson Direct + Interactive Inc,),
MaxxMedia Inc., Southside Digital Communications Inc., Warwick & Associates
Inc., Chicago-based Vickers & Benson, Inc. and Northside Digital Inc., which
businesses will continue as operating divisions of Vickers & Benson Inc.
John Hayter, Chairman and CEO, Jim Satterthwaite, Executive Vice-President,
Chief Operating Officer and Terry Bell, Executive Vice-President, Chairman of
Creative Services will remain with Vickers & Benson Inc. in those positions.
The Vickers & Benson group of companies has constituted Canada's largest
independent communications group with 225 employees and annual revenues in 1999
of more than Cdn. $31 million. Its client list includes well known international
and Canadian brands, including: Bank of Montreal, British Airways, dmg world
media, Ferrero Canada, Lennox Industries, M&M Meat Shops, McDonald's Restaurants
of Canada, Ralston Purina, Re/Max Realty and Sprint Canada.
- more -
<PAGE>
[HAVAS ADVERTISING LOGO APPEARS HERE]
John Hayter, Chairman and CEO of Vickers & Benson Inc, commented on the
transaction:
"Our association with Havas Advertising, one of the most dynamic communications
groups in the world, offers us a unique opportunity to pursue our policy of
growth in all sectors, and especially in direct marketing and interactive media.
Becoming part of the Campus network will provide the V&B management team with
the additional financial and professional resources required to pursue our
expansion plans throughout Canada and in Chicago."
Alain de Pouzilhac, Chairman and CEO of Havas Advertising, said:
"This purchase is even more significant, coming as it does a couple of weeks
before the expected closing of the Snyder acquisition, which will see Arnold
Communications, based in Boston, taking on the role of lead agency for Campus,
thus offering the organization even greater strength.
"Vickers & Benson have a number of things in common with Arnold. Both companies
have strong cultures based on the belief that employees are their most important
assets. Both have shared McDonald's as a client for decades. And both are early
and active participants in the development of interactive communications and new
media.
"Under the strong leadership of Ed Eskandarian, Chairman and CEO at Arnold, who
has agreed to become and CEO of the future Campus organization after the closing
of the Snyder acquisition, our entire second network will take on a new
dimension that we believe will enable it to accelerate its growth both in the US
and Canada. As our strong Canadian partner, Vickers & Benson Inc. will be an
important part of our expansion plans."
- more -
<PAGE>
[HAVAS ADVERTISING LOGO APPEARS HERE]
Campus, one of Havas Advertising's four divisions, aims to group together highly
creative agencies with solid brand recognition in their individual markets.
Campus seeks to work as a true "partnership" and to focus on the key countries
that account for 85% of the world's marketing communications expenditures.
In addition to Vickers & Benson Inc. and the acquisition of Arnold, as part of
the Snyder acquisition expected to be completed later this month, Campus
consists of a group of seven agencies worldwide: WCRS in Britain,
devrarieuxvillaret in France, Rempen & Partner in Germany, La Banda de Agustin
Medina in Spain, Ata, De Martini & C. in Italy and Age in Brazil.
About Havas Advertising
-----------------------
Havas Advertising (Paris Stock Exchange: EU.PA) is one of the world's largest
communications groups. Upon completion of its acquisition of Snyder
Communications, Havas Advertising expects to become the world's fourth largest
communications group*. Based in Paris, Havas Advertising has four operating
divisions - Euro RSCG, headquartered in New York, NY, Media Planning Group in
Madrid, Spain, Diversified Agencies Group in Paris, France and Campus, which is
expected to be headquartered in Boston, Massachusetts once the acquisition of
Snyder Communications is closed. Havas Advertising brings a multicultural
approach to its business that distinguishes it from other major communications
companies. Havas Advertising has a presence in over 75 countries (including 10
through commercial agreements). 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, sports marketing, multimedia interactive communications and public
relations. Following completion of the Snyder Communications acquisition, Havas
Advertising expects to have a worldwide presence of over 250 agencies and a
staff of approximately 20,000, with approximately 45% of its revenue from the US
and 60% from marketing services. 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 web site
at: www.havas-advertising.com.
* Advertising Age Annual Agency Report ranking, April 24, 2000 and pro forma for
Snyder Communications acquisition.
- more -
<PAGE>
[HAVAS ADVERTISING LOGO APPEARS HERE]
Contacts :
Havas Advertising : Julie-Emilie Ades : (33 1) 41 34 30 16
[email protected]
V&B : Suzanne Hughes (416) 480-7983
Forward-looking Information
This news release contains certain "forward-looking statements." These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from the information presented herein.
Forward-looking statements can be 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 have filed a proxy
statement/prospectus and other relevant documents concerning the merger with the
Securities and Exchange Commission (SEC). HAVAS ADVERTISING URGES INVESTORS TO
READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY 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, (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 BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
SNYDER COMMUNICATIONS AND ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER
MEMBERS OF SNYDER COMMUNICATIONS MANAGEMENT AND EMPLOYEES MAY BE SOLICITING
PROXIES FROM SNYDER COMMUNICATIONS SHAREHOLDERS IN FAVOR OF THE MERGER.
INFORMATION CONCERNING THE PARTICIPANTS IN THE PROXY SOLICITATION IS SET FORTH
IN THE PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC.
