Publicis Groupe: Meeting of ORANE holders
(Thomson Reuters ONE) -
Meeting of ORANE holders unanimously approves the proposed combination between
Publicis and Omnicom and certain modifications to the ORANE issuance agreement
Paris, 10 October 2013. The holders of Bonds Redeemable into New or Existing
Shares (ORANE) issued on 24 September 2002 (in an information memorandum (note
d'opération) approved by the Commission des Opérations de Bourse under visa
number 02-564 on 16 May 2002, ISIN Code: FR0000187783), have, in a bondholders'
meeting on 10 October 2013, unanimously approved the proposed merger between
Publicis and the company Publicis Omnicom Group, which will take place in the
context of the proposed combination of Publicis and Omnicom announced on 28 July
2013.
On this occasion, the ORANE holders also approved certain modifications to the
terms and conditions of the ORANE aimed on the one hand at providing for the
mandatory redemption of all the ORANE following the extraordinary general
meeting of Publicis' shareholders called to vote on the merger (such specific
redemption event having no effect on the early redemption option available to
the ORANE holders prior to this meeting in application of article 6.3.3.1 (iii)
of the information memorandum), and on the other hand to specify that the
accrued coupon which will be paid upon these early redemptions will be
calculated on the annual coupon rate of 3.2946%.
As previously announced, the ORANE redemption parity has been adjusted by a
multiple of 1.015 in order to take account of the portion of dividends paid out
of premium in 2003 and 2004. As a result of this adjustment, each ORANE is
entitled to 9.135 Publicis shares instead of 9 shares. In this context, Publicis
shall offer to present and past ORANE holders justifying their ownership of
ORANE on each of the redemption and coupon payment dates occurring within the
limitation period, i.e. on 1(st) September of 2009 to 2013, a compensation
corresponding to the additional shares and coupon that they should have received
at such dates.
The annex to this press release sets out certain mechanics of the early
redemption of ORANE (optional and mandatory) in connection with the merger and
of the requests that may be made by holders in respect of the compensation
proposal. A form will be made available in this respect on the Internet website
of Publicis (www.publicisgroupe.com). A summary of the ORANE holders' meeting
held on 10 October 2013 is also available on the Internet website of Publicis.
ANNEX
Mechanics of the early redemption of ORANE in connection with the proposed
merger with Publicis Omnicom Group
Mechanics of the compensation proposal by Publicis to ORANE holders
This document sets out, as announced by Publicis in its press release on 10
October 2013 published following the meeting of holders of Bonds Redeemable into
New or Existing Shares (the "ORANE") issued on 24 September 2002 (in an
information memorandum (note d'opération) approved by the Commission des
Opérations de Bourse under visa number 02-564 on 16 May 2002, ISIN Code:
FR0000187783), the mechanics of (i) the early redemption of ORANE (optional or
mandatory) in connection with the merger with Publicis Omnicom Group and (ii) of
the compensation proposal made by Publicis in the context of the adjustment of
the basis of redemption of the ORANE.
Optional Early Redemption (article 6.3.3.1 of the information memorandum)
Publicis confirms that as a result of the announcement made on 28 July 2013
concerning its proposed combination with Omnicom which will occur by way of a
merger of Publicis with the Dutch company Publicis Omnicom Group N.V., ORANE
holders will be able to elect to exercise the early redemption option provided
by article 6.3.3.1(iii) of the information memorandum.
Publicis will announce to holders the commencement and termination of a 10
trading-day period during which holders may, via their financial intermediary,
request the early redemption of their ORANE (the "Redemption Period"). This
Redemption Period will end at the latest 15 trading days prior to the general
meeting of shareholders called to resolve on the merger.
Holders who have elected to benefit from this early redemption option will
receive 9.135 shares per ORANE (the total number of shares delivered being
rounded up or down at the option of each holder, with payment of the difference
in cash) as well as the coupon accrued between 1(st) September 2013 and the last
day of the Redemption Period. This coupon will be calculated in accordance with
the third resolution voted on by the meeting of the holders, at the rate of
3.2946% annually.
Mandatory early redemption following the shareholders' general meeting voting on
the merger
Pursuant to the second resolution voted on by the meeting of the holders on 10
October 2013 and subject to approval by the general meeting of Publicis
shareholders called to resolve on the merger, Publicis will, at the close of
such shareholders' meeting, undertake the early redemption of all remaining
ORANE.
The delivery of shares further to this early redemption will occur within the
10 trading days following the general meeting of Publicis shareholders. Holders
will receive 9.135 shares per ORANE (the total number of shares being rounded
down, with payment of the difference in cash) as well as the coupon accrued
between 1(st) September 2013 and the fifth trading day following the general
meeting of Publicis shareholders resolving on the merger. This coupon will be
calculated in accordance with the third resolution voted on by the meeting of
the holders, at the rate of 3.2946% annually.
The shares delivered in redemption of the ORANE (whether optional or mandatory)
will be immediately assimilated into existing shares and will in particular give
right to the extraordinary dividend of 1 euro per share which will be voted on
by the general meeting resolving on the merger.
Adjustment to the ORANE redemption parity and compensation proposal
Publicis reminds that it has proceeded with the adjustment of the ORANE
redemption parity in order to take account of the portion of dividends paid out
of premium in 2003 and 2004. Consequently, each ORANE is presently entitled to
9.135 instead of 9 Publicis shares.
Publicis is offering to present and past ORANE holders, who so elect via a
simplified procedure, to receive in full and settlement, such additional shares
and coupon that they should have received within the limitation period, i.e. on
each of the redemption and coupon payment dates occurring on 1(st) September of
2009 to 2013, if Publicis had proceeded to adjust the ORANE redemption on such
dates.
In order to do this, Publicis will in the coming days make available online on
its Internet website a compensation request form. Holders who wish to benefit
from this compensation will have to download this form, complete it with the
information and supporting documentation required (in particular supporting
documentation evidencing the receipt of redemption and coupon payments), sign it
and return it by mail to Publicis, who will credit the accounts of such holders
with the corresponding amount of shares and cash due.
Requests must be addressed to Publicis.
The documents are available on the website of Publicis at the following address:
www.publicisgroupe.com/
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of the Private Securities Litigation Reform Act of 1995) concerning
Publicis, Omnicom, Publicis Omnicom Group, the proposed transactions and other
matters. These statements may discuss goals, intentions and expectations as to
future plans, trends, events, results of operations or financial condition, or
otherwise, based on current beliefs of the management of Publicis and Omnicom as
well as assumptions made by, and information currently available to, such
management. Forward-looking statements may be accompanied by words such as
"aim," "anticipate," "believe," "plan," "could," "would," "should," "estimate,"
"expect," "forecast," "future," "guidance," "intend," "may," "will," "possible,"
"potential," "predict," "project" or similar words, phrases or expressions.
These forward-looking statements are subject to various risks and uncertainties,
many of which are outside the parties' control. Therefore, you should not place
undue reliance on such statements. Factors that could cause actual results to
differ materially from those in the forward-looking statements include failure
to obtain applicable regulatory or shareholder approvals in a timely manner or
otherwise; failure to satisfy other closing conditions to the proposed
transactions; risks that the new businesses will not be integrated successfully
or that the combined companies will not realize estimated cost savings, value of
certain tax assets, synergies and growth or that such benefits may take longer
to realize than expected; failure to realize anticipated benefits of the
combined operations; risks relating to unanticipated costs of integration;
losses on media purchases and production costs incurred on behalf of clients;
reductions in client spending, a slowdown in client payments and changes in
client communication requirements; failure to manage potential conflicts of
interest between or among clients; unanticipated changes relating to competitive
factors in the advertising and marketing industries; ability to hire and retain
key personnel; ability to successfully integrate the companies' businesses; the
potential impact of announcement or consummation of the proposed transactions on
relationships with third parties, including clients, employees and competitors;
ability to attract new clients and retain existing clients in the manner
anticipated; reliance on and integration of information technology systems;
changes in legislation or governmental regulations affecting the companies;
international, national or local economic, social or political conditions that
could adversely affect the companies or their clients; conditions in the credit
markets; risks associated with assumptions the parties make in connection with
the parties' critical accounting estimates and legal proceedings; and the
parties' international operations, which are subject to the risks of currency
fluctuations and foreign exchange controls. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties that affect the parties' businesses, including those
described in Omnicom's Annual Report on Form 10-K, Quarterly Reports on Form 10-
Q, Current Reports on Form 8-K and other documents filed from time to time with
the Securities and Exchange Commission (the "SEC") and those described in
Publicis's annual reports, registration documents and other documents filed from
time to time with the French financial market regulator (Autorité des Marchés
Financiers or "AMF"). Except as required under applicable law, the parties do
not assume any obligation to update these forward-looking statements.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise, nor shall there
be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, and applicable European regulations.
Subject to certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction.
IMPORTANT ADDITIONAL INFORMATION WILL BE MADE AVAILABLE IN AN AFM APPROVED
PROSPECTUS
Publicis Omnicom Group will make publicly available a prospectus, approved by
the Dutch financial markets regulator (Stichting Autoriteit Financiële Markten
or "AFM"), with respect to the issuance of new shares as a result of the
proposed transactions and their admission to trading on a regulated market in
the European Union (including any supplement thereto, the "Admission
Prospectus"). The Admission Prospectus will be passported by the AFM to the AMF
with a view to the admission of Publicis Omnicom Group shares to listing on
Euronext Paris. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE ADMISSION
PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PUBLICIS,
OMNICOM, PUBLICIS OMNICOM GROUP, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of the Admission
Prospectus from Publicis Omnicom Group on Publicis's website at
www.publicisgroupe.com or by contacting Investor Relations, 133 avenue des
Champs Elysées, 75008 Paris, France, +33 (0) 1 44 43 65 00.
IMPORTANT ADDITIONAL INFORMATION FOR PUBLICIS SHAREHOLDERS
Publicis will prepare a report to be made available in connection with the
Publicis meeting of shareholders called to approve the proposed transactions
(the "Report"). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REPORT, AND
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE AMF, IN THEIR ENTIRETY CAREFULLY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PUBLICIS, OMNICOM, PUBLICIS OMNICOM GROUP, THE PROPOSED TRANSACTIONS AND RELATED
MATTERS. Investors and shareholders will be able to obtain free copies of the
Report from Publicis on its website at www.publicisgroupe.com or by contacting
Investor Relations, 133 avenue des Champs Elysées, 75008 Paris, France, +33 (0)
1 44 43 65 00.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Publicis Omnicom Group will file with the SEC a registration statement on Form
S-4, which will include the proxy statement of Omnicom that also constitutes a
prospectus of Publicis Omnicom Group (the "proxy statement/prospectus").
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN
THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PUBLICIS GROUPE, OMNICOM, PUBLICIS OMNICOM GROUP,
THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will
be able to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by the parties through the website maintained by
the SEC at www.sec.gov. In addition, investors and shareholders will be able to
obtain free copies of the proxy statement/prospectus and other documents filed
with the SEC by the parties by contacting Corporate Secretary, Omnicom Group
Inc., 437 Madison Avenue, New York, NY 10022, (212) 415-3600 (for documents
filed with the SEC by Omnicom) or Investor Relations, 133 avenue des Champs
Elysées, 75008 Paris, France, +33 (0) 1 44 43 65 00 (for documents filed with
the SEC by Publicis or Publicis Omnicom Group).
NO EEA PROSPECTUS UNTIL ADMISSION PROSPECTUS
No prospectus is required under the European Economic Area Prospectus Directive
2003/71/EC, as amended and as transposed in Dutch and French law, and no such
prospectus or document will be made available until the Admission Prospectus is
made available.
PARTICIPANTS IN THE SOLICITATION
Publicis, Omnicom and Publicis Omnicom Group and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Omnicom in respect of the proposed transactions
contemplated by the proxy statement/prospectus. Information regarding the
persons who are, under the rules of the SEC, participants in the solicitation of
the shareholders of Omnicom in connection with the proposed transactions,
including a description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement/prospectus when
it is filed with the SEC. Information regarding Omnicom's directors and
executive officers is contained in Omnicom's Annual Report on Form 10-K for the
year ended December 31, 2012 and its Proxy Statement on Schedule 14A, dated
April 11, 2013, which are filed with the SEC.
About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is one of the world's
leading communications groups. We offer the full range of services and skills:
digital (DigitasLBi, Razorfish, Rosetta, VivaKi), creative services (BBH, Leo
Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate
communications and events (MSLGROUP), media strategy, planning and buying
(Starcom MediaVest Group and ZenithOptimedia) and healthcare communications,
with Publicis Healthcare Communications Group (PHCG). Present in 108 countries,
the Groupe employs 60,000 professionals.
www.publicisgroupe.com | Twitter:(at)PublicisGroupe | Facebook:
www.facebook.com/publicisgroupe | LinkedIn : Publicis Groupe |
http://www.youtube.com/user/PublicisGroupe |
Viva la Difference !
Contacts
Publicis Groupe
Peggy Nahmany Communication + 33 (0)1
corporate 44 43 72 83
Martine Hue
Stéphanie Constand- Relations investisseurs + 33 (0)1 44 43 65 00
Atellian Relations + 33 (0)1
investisseurs 44 43 74 44
Dominique Le Bourhis
VP & Group Treasurer + 33 (0)1 44 43 65 18
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Publicis Groupe via Thomson Reuters ONE
[HUG#1734786]
Unternehmensinformation / Kurzprofil:
Datum: 10.10.2013 - 12:52 Uhr
Sprache: Deutsch
News-ID 304778
Anzahl Zeichen: 21857
contact information:
Town:
Paris
Kategorie:
Business News
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