Publicis Groupe / Omnicom: Press release
(Thomson Reuters ONE) -
Omnicom and Publicis Groupe Announce Expiration of Hart-Scott-Rodino Act Waiting
Period
New York and Paris, November 1, 2013 - Omnicom Group Inc. (NYSE: OMC) and
Publicis Groupe SA (Euronext Paris: FR0000130577) today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, ("HSR") has expired in connection with the previously announced
merger of Publicis Groupe and Omnicom.
The companies also announced the receipt of approvals from regulatory
authorities in Canada, India, and Turkey. These clearances follow previously
disclosed approvals in South Africa and South Korea.
The expiration of the HSR review period in the U.S. and the approvals received
in other jurisdictions satisfy some of the conditions necessary for the
transaction to close. The merger is also subject to additional global regulatory
approvals and approval by shareholders of both companies.
The proposed merger of Publicis Groupe and Omnicom will create a best-in-class
provider of communications, advertising, marketing, and digital services,
offering clients the industry's leading talent across disciplines and
geographies.
Contacts
Publicis Groupe
Peggy Nahmany Corporate + 33 (0)1
Communication 44 43 72 83
Martine Hue
Stéphanie Constand- Investor Relations + 33 (0)1
Atellian Investor Relations 44 43 65 00
+ 33 (0)1
Omnicom Corporate Communication 44 43 74 44
Joanne Trout
+(1) 212-415-3669
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 !
About Omnicom
Omnicom Group Inc. (NYSE: OMC) is a leading global marketing and corporate
communications company. Omnicom's branded networks and numerous specialty firms
provide advertising, strategic media planning and buying, digital and
interactive marketing, direct and promotional marketing, public relations and
other specialty communications services to over 5,000 clients in more than 100
countries.
www.omnicomgroup.com
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of the Private Securities Litigation Reform Act of 1995) concerning
Omnicom, Publicis, 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 Omnicom and Publicis 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 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 OMNICOM, PUBLICIS, 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).
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.
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
Omnicom, Publicis 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.
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#1739890]
Unternehmensinformation / Kurzprofil:
Datum: 01.11.2013 - 05:44 Uhr
Sprache: Deutsch
News-ID 311673
Anzahl Zeichen: 14772
contact information:
Town:
Paris
Kategorie:
Business News
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