FILED BY SNYDER COMMUNICATIONS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES
ACT OF 1933 AND DEEMED FILED PURSUANT TO
RULES 14a-12 AND 14d-2 OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 333-43362
SUBJECT COMPANY: SNYDER COMMUNICATIONS, INC.
On September 14, 2000, Snyder Communications, Inc. sent to holders of
options to purchase SNC common stock and Circle.com common stock of the Company
the following materials related to the proposed acquisition of Snyder
Communications, Inc. by Havas Advertising.
snyder|communications
memo
to Snyder Communications SNC Option Holders
from Dave Pauken
cc
date September 14, 2000
re STOCK OPTION CONVERSION
As you may know by now, the proposed merger between Snyder
Communications and Havas Advertising, in which Snyder Communications
will become a subsidiary of Havas Advertising, is expected to become
effective on September 26, 2000. Upon completion of the merger,
outstanding options to purchase shares of SNC common stock will be
converted into options to purchase Havas Advertising American
Depositary Shares (ADSs) (see example of conversion below). Likewise,
all outstanding shares of SNC common stock will be exchanged for Havas
Advertising ADSs at the time of the merger. The following communication
addresses some of the questions that you may have related to your
outstanding SNC options.
Q. WHAT ARE HAVAS ADVERTISING ADSS?
A. A Havas Advertising "ADS," which stands for American
Depositary Share, is a security that allows
shareholders to more easily hold and trade interests
in Havas Advertising in the U.S. after the merger.
Havas Advertising is a French company that issues
NY2:\963858\01\KNP%01!.DOC\74807.0091
<PAGE>
to Snyder Communications SNC Option Holders
date September 14, 2000
Page 2
ordinary shares, which are traded on the Paris Bourse
(the French national stock exchange) and are
equivalent in many respects to common stock in a U.S.
company. Each Havas Advertising ADS will represent
one ordinary share of Havas Advertising. Havas
Advertising ADSs generally will be similar to the
underlying Havas Advertising shares and carry
substantially the same rights. However, only Havas
Advertising ADSs will be quoted on the Nasdaq
National Market System.
Q. WILL HAVAS ADVERTISING ADSS BE PUBLICLY TRADED IN THE U.S.?
A. Yes, following the merger, Havas Advertising ADSs
will be publicly traded in the U.S. and quoted on the
Nasdaq National Market System under the symbol
"HADV."
Q. WHAT WILL HAPPEN TO MY SNC OPTIONS WHEN THE MERGER OCCURS?
A. As an SNC option holder (whether your options are
vested or unvested at the time of the merger), your
SNC options will be automatically converted in the
merger into options to purchase Havas Advertising
ADSs.
Q. WHAT WILL HAPPEN TO MY CIRCLE.COM OPTIONS WHEN THE MERGER
OCCURS?
A. As a Circle.com option holder, you will continue to
hold your Circle.com options in Snyder Communications
after the merger. At that time, Snyder Communications
will be a subsidiary of Havas Advertising and the
Circle.com common stock will continue to be traded on
the Nasdaq National Market System under the symbol
"CIRC."
Q. HOW WILL MY SNC OPTIONS BE CONVERTED INTO HAVAS ADVERTISING
OPTIONS?
A. The number of Havas Advertising ADS options that you
receive will be based on the number of SNC options
that you hold at the time of the merger. Your SNC
options will be converted into options to purchase
Havas Advertising ADSs using the same ratio that will
be used to exchange outstanding SNC shares for Havas
Advertising ADSs at the time of the merger.
Your exercise price per Havas Advertising ADS option
will be determined by dividing the aggregate exercise
(strike) price of your SNC options by the number of
Havas Advertising ADS options that you receive.
Therefore, your total exercise price at the time of
the merger will not change as a result of the
conversion.
If you have more than one SNC option grant, this
calculation will be performed separately for each
grant.
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to Snyder Communications SNC Option Holders
date September 14, 2000
Page 3
EXAMPLE:
--------
Assumptions:
o Current SNC options: 1,000
o Exercise price per option: $20
o Total exercise price = $20,000 (1,000 x $20)
o Exchange ratio: Assume 1.25 Havas ADSs for each SNC share
Conversion Results:
o HAVAS ADVERTISING ADS OPTIONS = 1,250 (1,000 SNC OPTIONS X
1.25)
o HAVAS ADVERTISING ADS OPTION EXERCISE PRICE = $16.00 ($20,000
TOTAL SNC EXERCISE PRICE / 1,250 HAVAS ADS OPTIONS)
Q. HOW WILL THE EXCHANGE RATIO BE DETERMINED?
A. If the 20-day average closing price of Havas
Advertising shares immediately prior to the merger is
between 24.65 and 33.35, your SNC stock options will
be converted into options to purchase Havas
Advertising ADSs at a ratio equal to:
$29.50 / 20-day average closing sales price
of Havas Advertising shares on the Paris
Bourse immediately prior to the merger,
converted into U.S. dollars at the euro to
U.S. dollar exchange rate on each trading
day
However, if the 20-day average closing price of Havas
Advertising shares immediately prior to the merger is
greater than 33.35, your SNC stock options will be
converted into options to purchase Havas Advertising
ADSs at a ratio equal to:
$29.50 / (33.35 x 20-day average euro to U.S.
dollar exchange rate immediately
prior to the merger)
Alternatively, if the 20-day average closing price of
Havas Advertising shares immediately prior to the
merger is less than 24.65, then your SNC stock
options will be converted into options to purchase
Havas Advertising ADSs at a ratio equal to:
$29.50 / (24.65 x 20-day average euro to U.S.
dollar exchange rate immediately
prior to the merger)
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<PAGE>
to Snyder Communications SNC Option Holders
date September 14, 2000
Page 4
Q. IF I HAVE VESTED SNC OPTIONS BEFORE THE MERGER WILL MY HAVAS
ADVERTISING ADS OPTIONS BE VESTED ALSO? WHAT ABOUT THE OTHER
TERMS OF MY EXISTING SNC OPTIONS?
A. Vested SNC options will be converted into vested
Havas Advertising ADS options. Unvested SNC options
will be converted into unvested Havas Advertising ADS
options. All other vesting provisions, expiration
dates, etc. of the existing options will carry
forward to the Havas Advertising ADS options.
Q. WHEN IS THE LAST DAY THAT I WILL BE ABLE TO EXERCISE MY SNC
OPTIONS BEFORE THEY ARE CONVERTED INTO HAVAS ADVERTISING ADS
OPTIONS?
A. If you wish to exercise any vested SNC options before
the merger, the exercise of your SNC options must be
processed and completed by September 21st. We cannot
guarantee that all exercises submitted on September
21st will be processed and completed on that day, so
we encourage you to exercise before September 21st if
you want to be sure your SNC options will be
exercised prior to the merger. Of course only vested
SNC options may be exercised. If the processing of
any SNC options you have requested be exercised has
not been completed by September 21st, then the option
exercise will be cancelled and your SNC options will
be converted into Havas Advertising ADS options as
discussed above.
Q. HOW SOON AFTER THE MERGER OCCURS WILL HAVAS ADVERTISING ADS
OPTION HOLDERS (FORMERLY SNC OPTION HOLDERS) BE ABLE TO
EXERCISE THEIR HAVAS ADVERTISING ADS OPTIONS? IS THERE A
BLACKOUT PERIOD?
A. You will not be able to exercise your Havas
Advertising ADS options for 10 business days after
the merger occurs. This means that you will not be
able to exercise options from and including September
22, 2000 through and including October 10, 2000 based
on our current closing schedule. If the price of the
SNC common stock, before the merger, or the Havas
Advertising ADSs, after the merger, increases during
that period , you will not be able to take advantage
of the price increase by exercising your options and
selling. The 10 business day period will allow for
the administrative work of converting your SNC
options to Havas Advertising ADS options to be
completed. If that administrative work can be
completed sooner, you will be notified accordingly.
Q. WILL THERE BE ANY RESTRICTIONS ON MY ABILITY TO EXERCISE MY
CIRCLE.COM OPTIONS AS A RESULT OF THE MERGER?
A. No. Your Circle.com options will remain outstanding
after the merger and be subject to the same terms and
conditions as were applicable prior to the merger.
The merger will not affect your ability to exercise
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<PAGE>
to Snyder Communications SNC Option Holders
date September 14, 2000
Page 5
your Circle.com options, and you can exercise vested
Circle.com options both immediately before and after
the merger.
Q. WHAT HAPPENS IF I AM NO LONGER EMPLOYED DURING THE BLACKOUT
PERIOD, DO I LOSE PART OF MY 90-DAY POST EMPLOYMENT EXERCISE
PERIOD?
A. The 10 business-day blackout period will not count
against the 90-day period that you have to exercise
your options after your employment ends with the
company.
Q. HOW WILL HAVAS ADVERTISING AWARD OPTIONS GOING FORWARD?
A. The Havas Advertising ADS option program is under
formulation and will be communicated to employees
after the merger.
Q. AFTER THE MERGER CLOSES, WILL I CONTINUE TO USE MERRILL LYNCH
AS MY BROKER WHEN I AM READY TO EXERCISE MY HAVAS ADVERTISING
ADSS?
A. Havas Advertising expects to either continue to use
Merrill Lynch following the merger to facilitate
cashless exercises of Havas Advertising ADS options
or create a similar arrangement with another
financial institution to facilitate cashless
exercises of Havas Advertising ADS options. Because
of the structure of ADS programs, any arrangements to
facilitate cashless exercise of Havas Advertising
options may work differently than the current
arrangement with Merrill Lynch. All option holders
will be notified of any changes in cashless exercise
procedures within 30 days after the merger.
Q. AS AN SNC OPTION HOLDER, IS THERE ANYTHING THAT I NEED TO DO
AT THIS POINT?
A. No. Within 30 days after the merger occurs Havas
Advertising and/or Snyder Communications will send
each SNC option holder a package that will include
information regarding the assumption by Havas
Advertising of your existing option agreement along
with the calculation showing the conversion of your
SNC options into Havas Advertising ADS options. These
materials will also include instructions on how to
exercise your Havas Advertising ADS options.
Q. IF I HAVE ANY QUESTIONS, WHOM SHOULD I CONTACT?
A. All questions should be directed to your operating
unit's finance director.
Q. HOW DO I FIND OUT MORE ABOUT THE MERGER OF HAVAS ADVERTISING
AND SNYDER?
A. The proxy statement/prospectus related to the merger,
which has been filed with the SEC by Havas
Advertising and sent to the Snyder Communications
stockholders, is included with this memo and also may
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to Snyder Communications SNC Option Holders
date September 14, 2000
Page 6
be accessed through the SEC's EDGAR database. You can
access EDGAR from the SEC's web site, www.sec.gov.
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). SNYDER COMMUNICATIONS 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
6
<PAGE>
FILED BY SNYDER COMMUNICATIONS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES
ACT OF 1933 AND DEEMED FILED PURSUANT TO
RULES 14a-12 AND 14d-2 OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 333-43362
SUBJECT COMPANY: SNYDER COMMUNICATIONS, INC.
On September 14, 2000, Snyder Communications, Inc. sent to holders of
options to purchase SNC common stock and Circle.com common stock of the Company
the following materials related to the proposed acquisition of Snyder
Communications, Inc. by Havas Advertising.
snyder|communications
memo
to Circle.com Option Holders
from Dave Pauken
cc
date September 14, 2000
re CIRCLE.COM OPTIONS / HAVAS ADVERTISING MERGER
As you may know by now, the proposed merger between Snyder
Communications and Havas Advertising, in which Snyder Communications
will become a subsidiary of Havas Advertising, is expected to become
effective on September 26, 2000. The following communication addresses
some of the questions that you may have related to your outstanding
Circle.com options.
Q. WHAT WILL HAPPEN TO MY CIRCLE.COM OPTIONS WHEN THE MERGER
OCCURS?
A. As a Circle.com option holder, you will continue to
hold your Circle.com options in Snyder Communications
after the merger. At that time, Snyder Communications
will be a subsidiary of Havas Advertising and the
Circle.com common stock will continue to be traded on
the Nasdaq National Market System under the symbol
"CIRC."
Q. WILL THERE BE ANY RESTRICTION ON MY ABILITY TO EXERCISE MY
CIRCLE.COM OPTIONS AS A RESULT OF THE MERGER?
A. No. Your Circle.com options will remain outstanding
after the merger and be subject to the same terms and
conditions as were applicable prior to the merger.
The merger will not affect your ability to exercise
your Circle.com options, and you can exercise vested
Circle.com options both before and after the merger.
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<PAGE>
to Snyder Communications SNC Option Holders
date September 14, 2000
Page 2
Q. AFTER THE MERGER CLOSES, WILL I CONTINUE TO USE MERRILL LYNCH
AS MY BROKER WHEN I AM READY TO EXERCISE MY CIRCLE.COM
OPTIONS?
A. Havas Advertising will continue Snyder
Communications'current arrangement with Merrill Lynch
following the merger to facilitate cashless exercises
of Circle.com stock options. If a decision is made
later to change this arrangement, all Circle.com
option holders will be notified in advance of the
change.
Q. AS A CIRCLE.COM OPTION HOLDER, IS THERE ANYTHING THAT I NEED
TO DO AT THIS POINT?
A. No, your Circle.com options are not changing as
result of the merger and you will continue to
exercise these options through Merrill Lynch until
further notice.
Q. IF I HAVE ANY QUESTIONS, WHOM SHOULD I CONTACT?
A. All questions should be directed to your operating
unit's finance director.
Q. HOW DO I FIND OUT MORE ABOUT THE MERGER OF HAVAS ADVERTISING
AND SNYDER?
A. The proxy statement/prospectus related to the merger,
which has been filed with the SEC by Havas
Advertising and sent to the Snyder Communications
stockholders, is included with this memo and also may
be accessed through the SEC's EDGAR database. You can
access EDGAR from the SEC's web site, www.sec.gov.
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). SNYDER COMMUNICATIONS 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.
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to Snyder Communications SNC Option Holders
date September 14, 2000
Page 3
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.
3
