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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
On April 4, 2000, Havas Advertising and Snyder Communications issued the
following joint press release related to the proposed acquisition of Snyder
Communications by Havas Advertising:
COMPANY PRESS RELEASE
HAVAS ADVERTISING AND SNYDER COMMUNICATIONS FILE NOTIFICATION AND
REPORT FORMS WITH THE FEDERAL TRADE COMMISSION AND ANTITRUST
DIVISION OF THE DEPARTMENT OF JUSTICE
LEVALLOIS, FRANCE and BETHESDA, MD, APRIL 4, 2000 - Havas Advertising (Paris
Stock Exchange:EUROPA) and Snyder Communications, Inc. (NYSE:SNC) today filed
the required notification and report forms pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with respect to the previously announced
merger of Havas Advertising and Snyder Communications.
Upon the completion of the merger, holders of SNC common stock will receive
American Depositary Shares (ADSs) of Havas Advertising having a value of $29.50
per share of SNC common stock, subject to certain "collar" provisions depending
on the market price of the Havas Advertising ordinary shares underlying the
Havas Advertising ADSs for the 20 trading days leading up to the merger, as
provided under the terms of the merger agreement. Snyder Communications'
Circle.com common stock (Nasdaq:CIRC), the tracking stock for Snyder
Communications' Internet services business, will remain outstanding after the
merger.
In addition to antitrust approval, the completion of the merger transaction is
subject to shareholder approval and customary closing conditions. The parties
anticipate the merger will be completed in the second or third quarter of this
year.
FORWARD-LOOKING INFORMATION
This news release contains certain "forward-looking statements," within the
meaning of the Private Securities Litigation Reform Act of 1995, about the
proposed merger of Havas Advertising and Snyder Communications. Those include
statements regarding the anticipated completion date of the transaction.
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 delays in completing the merger, difficulties in integrating the
operations of Snyder Communications into the Havas Advertising divisions, and
changes in
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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 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 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 website,
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 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 will be set
forth in the proxy statement/prospectus when it is filed with the SEC.
CONTACTS:
FRANCE:
HAVAS ADVERTISING
Alain Camon 33 1 41 34 30 51
Robert McCann 33 1 41 34 36 32
or
U.S.:
SNYDER COMMUNICATIONS, INC.
Clay Perfall
301/571-6270
or
ARNOLD PUBLIC RELATIONS
John Isaf
617/587-8923
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On April 20, 2000, Havas Advertising and Snyder Communications issued the
following joint press release related to the proposed acquisition of Snyder
Communications by Havas Advertising:
COMPANY PRESS RELEASE
SNYDER COMMUNICATIONS AND HAVAS ADVERTISING RECEIVE ANTI-TRUST APPROVAL OF
MERGER FROM THE FEDERAL TRADE COMMISSION AND THE DEPARTMENT OF JUSTICE
LEVALLOIS, FRANCE and BETHESDA, MD, APRIL 20, 2000 - Snyder Communications,
Inc. (NYSE:SNC) and Havas Advertising (Paris Stock Exchange:EU.PA) today
announced they were granted an early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 to commence the previously
announced merger of Havas Advertising and Snyder Communications.
Snyder Communications and Havas Advertising anticipate the merger will be
completed in the second or third quarter of this year. The completion of the
merger transaction is subject to shareholder approval and customary closing
conditions.
Upon the completion of the merger, holders of SNC common stock will receive
American Depositary Shares (ADSs) of Havas Advertising having a value of $29.50
per share of SNC common stock, subject to certain "collar" provisions depending
on the market price of the Havas Advertising ordinary shares underlying the
Havas Advertising ADSs for the 20 trading days leading up to the merger, as
provided under the terms of the merger agreement. Snyder Communications'
Circle.com common stock (Nasdaq:CIRC), the tracking stock for Snyder
Communications' Internet services business, will remain outstanding after the
merger.
FORWARD-LOOKING INFORMATION
This news release contains certain "forward-looking statements," within the
meaning of the Private Securities Litigation Reform Act of 1995, about the
proposed merger of Havas Advertising and Snyder Communications. Those include
statements regarding the anticipated completion date of the transaction.
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 delays in completing the merger, difficulties in integrating the
operations of Snyder Communications into 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 will be filing a proxy
statement/prospectus and other relevant documents concerning the merger with the
Securities
