<PAGE>
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 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 WILL BE ABLE TO
OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE, WWW.SEC.GOV.
[LOGO OF HAVAS ADVERTISING]
Press release
HAVAS ADVERTISING - 1st HALF YEAR 2000
NET INCOME FROM CURRENT OPERATIONS AND GROSS INCOME UP
54.6% AND 38.8%, RESPECTIVELY
Havas Advertising reports strong results as it prepares to complete the Snyder
Communications acquisition to create the fourth largest communications company
worldwide
Levallois, France, September 25, 2000 ---
Results for the first half of the fiscal year 2000 for the Havas Advertising
Group headed by Alain de Pouzilhac, are presented below :
I. RESULTS FOR THE FIRST HALF OF FISCAL YEAR 2000
--------------------------------------------------
<TABLE>
<S> <C> <C> <C>
In million euro 30.06.00 30.06.99 Increase
----------------------------------------------------------------------
Pro forma*
----------------------------------------------------------------------
----------------------------------------------------------------------
RE-STATED BILLINGS 4917 3543 +38.8%
----------------------------------------------------------------------
GROSS INCOME 737 531 +38.8%
----------------------------------------------------------------------
EBIT 96 66 +46%
----------------------------------------------------------------------
EBIT / GI 13% 12.5%
----------------------------------------------------------------------
CURRENT INCOME** 43 28 +54.6%
(GROUP SHARE)
----------------------------------------------------------------------
NET CURRENT INCOME*** 45 29 +53.1%
(GROUP SHARE)
----------------------------------------------------------------------
</TABLE>
*new method for consolidated accounts
**before extraordinary items and goodwill amortization
***after extraordinary items and before goodwill amortization
Havas Advertising 1st half results do not take into account the Snyder
Communications acquisition. Havas Advertising's attributable net current income
increased by 54.6%, reaching 42.9
<PAGE>
[LOGO OF HAVAS ADVERTISING]
million euro. Excluding extraordinary items, Group share net current income was
44.6 million euro, up by 53.1%.
Attributable net income after amortization of goodwill was 28.6 million euro, an
increase of 41.7%.
Havas Advertising's billings and gross income both climbed by 38.8% in the
first half of FY 2000. These are among the best reported results in the
industry. On a like-for-like basis, the increase was 20.6%. Excluding
contributions by acquisitions and adjusting for currency fluctuations, the Group
had organic growth of 12.9%.
In line with objectives, Group profitability continued to improve, with a rate
of EBIT to gross income on June 30, 2000 of 13%, compared with 12.5% on the
previous period.
II. KEY EVENTS
--------------
1. Snyder Communications acquisition
For the Havas Advertising Group, the beginning of the year 2000 was marked by
the agreement to acquire Snyder Communications in an all stock transaction
wherein Snyder SNC shareholders would receive new shares of Havas Advertising to
be listed on Nasdaq in the form of American Depositary Shares (ADSs) under the
symbol "HADV".
Effective September 25 Havas Advertising's stock trading symbol on the Paris
Stock Exchange, previously "EU" will become "HAV".
Shareholders of both companies today are voting to approve the transaction,
which would then be expected to become effective at close of business on
September 26th, with Havas Advertising ADSs expected to begin trading on the
Nasdaq on September 27th. The final exchange ratio is expected to be set later
today, in which case it is expected that each share of SNC common stock would be
exchanged for 1,3710 Havas Advertising ADS.
This acquisition allows the Group to become the world fourth largest group in
advertising and communications services* and to considerably strengthen its
four divisions - Euro RSCG Worldwide, Campus (becoming Arnold Worldwide Partners
after the closing of the Snyder Communications acquisition), Diversified
Agencies Group et Media Planning Group- by integrating the four component parts
of Snyder Communications (Arnold Communications, Bounty SCA Worldwide, Brann
Worldwide and Circle.com).
<PAGE>
[LOGO OF HAVAS ADVERTISING]
2. Major new business
In the first half of 2000 Havas Advertising also acquired new major accounts.
Net gains in new business for the period total Euro 1 338 million in billings,
for an increase of 41% over the first half of 1999 (Euro 949 million).
Main new business gains are the following:
Euro RSCG Worldwide : Subway, Astrazeneca, Alliance-Air France,Tusa Financial
Sces, Alberto Culver, CNN.
Campus (Arnold Wordwide Partners) : Toshiba Europe, Real Estate Web, Carrefour,
Liberty Surf, IQ Publishing, RAC, VIAG Interkom.
Media Planning Group : Reckitt Benckiser, Thomson, Orange Intl, Sky Team, Self
Trade, Reed Intl, Bayer, Cervezas, Bongrain, Heineken, Packard, Yoplait, Candia.
Diversified Agencies Group : Leclerc,IBM, CIC, AA, Microsoft, Airprime, Lucent,
Europ@web, E-IDC,World Cup Morocco 2006.
Dot-coms account for approximately 20% of this new business.
3. Strengthening of the four divisions
Apart from the Snyder acquisition, which is not included in the financial
results for the first half of FY 2000, Havas Advertising has continued over the
first nine months of the year to consolidate its four divisions through
sustained external growth. As a result, the Group has enhanced its position in
strategic activities such as marketing services which are the most dynamic
segments of the industry, and which also generate superior profitability.
Euro RSCG Worldwide
Agencies acquired: The Tyee Group, Meridian Consulting, Middleberg, Kratz &
Jensen ( USA ), Remtulla (Canada) Integrated Options (Australia).
Campus (which will become Arnold Worldwide Partners after the closing of the
Snyder Communications acquisition)
Agencies acquired: Age (Brazil), Vickers & Benson (Canada)
Diversified Agencies Group
Agencies acquired: W&Cie, Altid, Telog, ISL (France), Hudson Sandler (Great
Britain)
Media Planning Group
Setting up of the international network Media Contacts.
<PAGE>
[LOGO OF HAVAS ADVERTISING]
III. Outlook for 2000
---------------------
Havas Advertising Group confirms its excellent outlook for the year 2000.
The Group, after the integration of Snyder Communications, should have several
key strengths that give it confidence for the upcoming months:
. Critical mass (world's 4th largest)*
. More than 50% of client base in the five categories growing at about twice
the market rate
. Key player in US (45% of revenues), leading position in Europe
. World's largest base of marketing services, excellent balance between
marketing services (60% of gross income) vs traditional advertising (40% of
gross income)
. Interactive leader in advertising field
. Synergies between the 4 components of Snyder and the four divisions of Havas
Advertising expected to be on full year basis targeted at between 40 and 57
million euro
. Management depth and stability
Alain de Pouzilhac, Chairman and Chief Executive Officer, commented "These very
good results confirm that our Group is in excellent health and that we have made
the right strategic decisions.
These first half results are far ahead of the objectives of our three year
plan submitted to investors and our shareholders in 1998. As a result, we are
raising our year 2000 objectives for gross income growth to 27-32% and our
organic growth rate to 12-15%, including the impact of the Snyder acquisition."
Mr. de Pouzilhac concluded: "I am extremely pleased and proud of our Nasdaq
listing scheduled for September 27 and our ability to welcome the same day the 4
companies of Snyder Communications (Arnold Communications, Bounty SCA Worldwide,
Brann Worldwide and Circle.com).
Synergies between the 4 components of Snyder and the four divisions of Havas
Advertising, integration of top managers, each complementary to our own
management, overall profitability of these new companies acquired, world growth
potential of the Group's new clients, dynamic development of Havas Advertising
for the past 5 years, both in terms of income and profitability, benefits from a
buoyant market and from our clients healthy position, lead us to believe that
2001, just like 2000, will be an excellent year for the New Havas Advertising.
Havas Advertising is scheduled to release billings for the first nine months of
2000 in the first half of November 2000.
A webcast of today's Extraordinary General Meeting of Havas Advertising
shareholders, during which 1st half results will be presented, can be accessed
live on the company's website www.havas-advertising.com . Beginning at 4.00 PM
-------------------------
(Paris time), 10.00 AM (NY time) this broadcast will be available from
September 26 to October 4 inclusive.
<PAGE>
[LOGO OF HAVAS ADVERTISING]
About Havas Advertising
Havas Advertising (Paris Stock Exchange: HAV.PA, effective September 25,
Nasdaq: HADV, effective 27) is the world's fourth largest communications group,
after the Snyder Communications acquisition.* Based in Paris, Havas Advertising
has four operating divisions - Euro RSCG Worldwide, headquartered in New York,
NY, Media Planning Group in Barcelona, Spain, Diversified Agencies Group in
Paris, France and Arnold Worldwide Partnership, headquartered in Boston,
Massachusetts. Havas Advertising brings a multicultural approach to its business
that distinguishes it from other major communications companies. Havas
Advertising has a presence in 75 countries. Havas Advertising offers a complete
line of communications services, including general advertising, direct
marketing, media planning and buying, corporate communications, sales promotion,
design, sports marketing, human resources, multimedia interactive communications
and public relations. With the Snyder Communications acquisition, Havas
Advertising now has a worldwide presence of over 250 agencies and a staff of
approximately 20,000.
Further information on Havas Advertising can be found on the company's web site
at: www.havas-advertising.com or in Havas Advertising's registration statement
-------------------------
on Form F-4 filed with the SEC (SEC file #333-43362), which may be obtained free
of charge at the SEC's website, www.sec.gov. Further information about the
-----------
calculation of the number of Havas Advertising ADSs to be issued to holders of
Snyder Communications SNC stock can also be found in Havas Advertising's
registration statement.
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]
-------------------------------
* 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
<PAGE>
[LOGO OF HAVAS ADVERTISING]
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, www.sec.gov. In addition, documents 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.
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
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). Information concerning
the participants in the proxy solicitation will also be set forth in the proxy
statement/prospectus when it is filed with the SEC. Investors will be able to
obtain these documents free of charge at the SEC's web site, www.sec.gov.
-----------
