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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 August 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 MAY OBTAIN THE DOCUMENTS FREE OF
CHARGE AT THE SECTION'S WEB SITE, WWW.SEC.GOV.
[HAVAS ADVERTISING LOGO APPEARS HERE]
For Immediate Release
HAVAS ADVERTISING ANNOUNCES FORM F-4 REGISTRATION
STATEMENT DECLARED EFFECTIVE BY SEC
--Company on Track to Close Acquisition of Snyder Communications by the
End of September--
Levallois, France, August 25, 2000 - The Havas Advertising Group (Paris Stock
Exchange: EU.PA), one of the world's largest communications groups announced
today the Form F-4 registration statement, initially filed with the U.S.
Securities and Exchange Commission (SEC) on August 9, 2000 in conjunction with
the proposed acquisition of Snyder Communications (NYSE: SNC), has been declared
effective. A proxy statement pertaining to the acquisition is first being mailed
to shareholders of Snyder Communications later today in preparation for a
special shareholder meeting to be held on September 25, 2000.
On February 20, 2000, Havas Advertising and Snyder Communications entered into
an all-stock merger agreement whereby, as a result of the merger, holders of
Snyder Communications SNC common stock will receive Havas Advertising American
Depositary Shares (ADSs). Immediately following the closing of the acquisition,
Havas Advertising ADSs will be traded on Nasdaq under the symbol "HADV".
"We are very pleased to have received the effectiveness order for our
registration statement, as it brings us one step closer to completing the Snyder
acquisition," commented Alain de Pouzilhac, Chairman and Chief Executive Officer
of Havas Advertising.
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 65 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 a worldwide
presence of over 250 agencies and a staff of approximately 20,000. Completion of
the Snyder Communications acquisition is subject to various conditions,
including approval of the transaction by the Snyder Communications
84, rue de Villiers-92683 Levallois-Perret cedex, France-
Tel. + 33(0)1 41 34 30 00. Fax + 33(0)1 41 34 12 48
SA au capital de 64 022 160 euros - 335 480 265 rcs Nanterre - APE 744B
www.havas-advertising.com
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[HAVAS ADVERTISING LOGO APPEARS HERE]
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.
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]
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 for 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). WE URGE INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION.
Investors may 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
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 are 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
84, rue de Villiers-92683 Levallois-Perret cedex, France-
Tel. + 33(0)1 41 34 30 00. Fax + 33(0)1 41 34 12 48
SA au capital de 64 022 160 euros - 335 480 265 rcs Nanterre - APE 744B
www.havas-advertising.com
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[HAVAS ADVERTISING LOGO APPEARS HERE]
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 is also set forth in the proxy
statement/prospectus filed with the SEC. Investors will be able to obtain these
documents free of charge at the SEC's web site, www.sec.gov.
84, rue de Villiers-92683 Levallois-Perret cedex, France-
Tel. + 33(0)1 41 34 30 00. Fax + 33(0)1 41 34 12 48
SA au capital de 64 022 160 euros - 335 480 265 rcs Nanterre - APE 744B
www.havas-advertising.com
