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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
The following are materials prepared by Havas Advertising for a presentation to
investors and analysts on July 5, 2000. INFORMATION CONCERNING THE PARTICIPANTS
IN THE PROXY SOLICITATION IS SET FORTH 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. 1-12145). INVESTORS WILL BE ABLE TO OBTAIN THE
DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE, WWW.SEC.GOV.
"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 closing date of the transaction, 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 delays in completing
the merger, difficulties in 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 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 THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 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 concering the participants in the proxy soliciation will be set
forth in the proxy statement/prospectus when it is filed with the SEC.
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
July 5, 2000
3 Year Plan: 1999-2001
Develop
Diversified Agencies Group
by taking advantage of high-growth
sectors
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
3 Year Plan: 1999-2001
Multiply Gross Income by 2.5 within 3 years
Rank among the Top 5 worldwide networks in terms of interactivity
Enable Havas Advertising to increase capabilities in Marketing Services
to *60%
* Greater than
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
3 Year Plan: 1999-2001
Locally, take advantage of every opportunity that arises with companies
wishing to retain their identity and their independence
Through strong organic growth and acquisitions
Organised in six key disciplines
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
3 Year Plan: 1999-2001
Marketing Services
. Direct Marketing - Database Management
. Sales Promotion - Field Marketing
Interactive
PR & Corporate Communications
Design
Human Resources and Recruitment
Advertising
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Strategic Acquisition Plan
Acquisitions 1999 - April 2000
Marketing Services
. Purchase Point UK
. Fotorama UK
. MBO UK
. The Riley Group UK
. Eve France
. Telog France
. Hollander UK
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Strategic Acquisition Plan
Acquisitions 1999 - April 2000
PR & Grayling Group UK/France
Corporate W & Cie France
CSP USA
Gilmore Ireland
Design DIA UK/Singapore
Interactivity Altid France
Research RSMB UK
Advertising Young Advertising Ireland
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Strategic Acquisition Plan
Start ups 1999 - April 2000
AIS Group UK
Enjoy Scher Lafarge France
EHS Bolser Ison Mullen Hair UK
Brandsmiths UK
Steam UK
Australie.com France
@n-Off France
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
3 Year Plan: 1999-2001
Record new business growth
1999 net new business billings
. 900 MFF
. double vs 98
Main Wins:
. Virgin Atlantic . Virgin Net . Sky TV
. Carrefour/Promodes . Leclerc . Liberty Surf
. Lancel . The Body Shop . Movenpick
. Electrolux . Equant . Gaz de France
Record organic growth
1999: + 18 %
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Key Facts
52 agencies
73 offices
2800 employees
Present in 7 countries:
. France, UK, USA, Italy, Ireland, Singapore, Belgium
Gross Income 2000/E/ ex. SNC : (C) 2000 MF
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Marketing Services
ACG Communications USA Fotorama UK
AIS Group UK Lagon France
Brandsmiths UK MSF UK
Communider France MBO UK
ehs:realtime UK Skybridge UK
ehs Bolser Ison Mullen Hair UK Steam UK
All Response Media UK Telog France
SDM UK Data Communique
International USA
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Interactive
AMX Communications UK
Zinc UK
Connectworld France
Australie.com France
Altid France
And ehs:realtime
The Link
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
PR & Corporate
Grayling Group Belgium, France,
Ireland, Scotland,
Singapore, UK,
USA, Wales
Creamer Dickson Basford USA
W & Cie France
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Design
Conran Design Group UK
DIA Singapore
ER Design France
Unedite France
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Human Resources Communication
Riley Group UK
Er Futurs France
The Link France
Groupe Bernard Julhiet France
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Advertising
Ateliers ABC France
Australie France
Colorado France
Enjoy Scher Lafarge France
Le Nouvel Eldorado France
@n - Off France
Young Advertising Ireland
Di Pace Concato & Partners Italy
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Diversified Agencies Group [LOGO OF DIVERSIFIED AGENCIES]
Research
Field Research Corporation USA
RSMB UK
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
Top 20 Clients
Microsoft Gaz de France
Vendome Ford
Vodafone McVities
British Gas Peugeot
Cegetel Lucent
Tesco Andover Controls
Procter & Gamble M & G
Canal+ Vivendi
BNP Paribas Promodes/Carrefour
Leclerc BT
16% of total Gross Income
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Our Client Top 20 [LOGO OF DIVERSIFIED AGENCIES]
[LOGO OF MICROSOFT] [LOGO OF BNP] [LOGO OF CEGETEL]
[LOGO OF BRITISH GAS] [LOGO OF GAZ DE FRANCE] [LOGO OF LUCENT
TECHNOLOGIES]
[LOGO OF PROCTER & GAMBLE] [LOGO OF ANDOVER CONTROLS] [LOGO OF PINAULT
PRINTEMPS-REDOUTE]
[LOGO OF BT] [LOGO OF TESCO] [LOGO OF PEUGEOT]
[LOGO OF CANAL+]
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
Top 12 (GI greater than 50 MFF)
ehs:realtime Group UK Conran Design Group UK
Australie Group France CDB USA
Skybridge Group UK ACG Communications USA
Riley Group UK Le Nouvel Eldorado France
Grayling Group UK MBO UK
Futurs / The Link France
Data Communique
International USA
greater than 60% of total Gross Income
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
Breakdown by region
2000 Challenge
[PIE CHART]
Other Continental Europe 5%
Singapore 0,5%
USA 17,5%
Italy 1%
France 31%
Belgium 0,5%
UK 43%
Ireland 3.1%
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
Breakdown by business
2000 Challenge
[PIE CHART]
Human Resources 16%
PR & Corporate 12%
Advertising 20%
Interactive 8%
Design 5%
Marketing Services 39%
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[LOGO OF DIVERSIFIED AGENCIES]
Diversified Agencies Group
and Brann
(July 2000)
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Brann Worldwide [LOGO OF DIVERSIFIED AGENCIES]
Ranked n/o/ 1 DM by Ad Age
approximately equal to 310 M$ income
. 50% USA, 50% UK
Unique competitive set of
. Strategic agency services and executional
marketing services
5000 employees
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Brann Worldwide [LOGO OF DIVERSIFIED AGENCIES]
Business Unit Services
BrannUK => Agency, call center, data production,
consulting
BrannBlau => Agency, media
BrannEllert => Out-sourced field sales
BrannForbes => Agency, tracking data, media
BrannKI => Agency, field sales, call center
BrannNRS => Out-sourced field marketing
BrannRMG => Agency, data
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Brann Worldwide
[LOGO OF DIVERSIFIED AGENCIES]
Top 15 Clients*
[LOGO OF BT] [LOGO OF MERCK] [LOGO OF PEUGEOT]
[LOGO OF IBM] [LOGO OF EASTERN] [LOGO OF SEARS]
[LOGO OF FIRSTUSA]
[LOGO OF VISA] [LOGO OF CIBC]
[LOGO OF FIAT] [LOGO OF PIZZA HUT] [LOGO OF FLEET]
[LOGO OF LONDON ELECTRICITY]
Order & Collers
* Represents 32% of estimated income 2000
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Challenge with Brann [LOGO OF DIVERSIFIED AGENCIES]
Geographical Breakdown
[PIE CHART]
Singapore 0,2%
Others Europe 6%
France 16%
UK 44%
USA 34%
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
With Brann
Gross income doubled
New blue chip clients (no conflicts)
Stronger U.S. presence
. 35% of GI vs. 16%
#1 ranked direct marketer worldwide
Strong focus on 1 to 1 and customer
relationship marketing
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
July 2000
3 Year Plan: 1999-2001
18 months ahead
Gross Income multiplied by greater than 4
EBIT getting close to Havas Advertising
objective (15%)
Already strong in the 3 key countries and
some specialisms
. UK - France - USA
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
2000 - 2001 strategy
Marketing Services
Remain a priority
French operation to develop
Presence in European key markets
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
2000 - 2001 strategy
Interactive
Reinforce Connectworld / France
Be present in Germany, Spain, Italy and the Netherlands + Northern
Europe
Organize networking
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
2000 - 2001 strategy
Public Relations, Public Affairs,
Financial PR
Geographical expansion in Continental Europe
Critical mass in the USA
Financial PR in London, Paris, Frankfurt and New York
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
2000 - 2001 strategy
Design
Develop London and Paris
Establish presence in LATAM
A partner is needed in the USA
Launch of a global brand
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
2000 - 2001 strategy
Human Resources Communications
Global business especially for high profile companies (high tech)
Increasing role of internet (on-line recruitment)
To become a global player (Europe And USA)
Markets
. UK, Ireland, Belgium, Netherlands, Germany, Spain, USA
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Diversified Agencies Group
[LOGO OF DIVERSIFIED AGENCIES]
2000 - 2001 strategy
Advertising
20 % of the Group today and still the most visible discipline
Complementary to the other specialisms
We will use every opportunity to have Advertising agencies in key countries
High profile start-ups or acquisitions
. June USA
