PUBLICIS GROUPE EXTENDS TENDER OFFER TO ACQUIRE SAPIENT
(Thomson Reuters ONE) -
12/24/14
PRESS RELEASE
PUBLICIS GROUPE EXTENDS TENDER OFFER TO ACQUIRE SAPIENT
PARIS - December 24, 2014 - Publicis Groupe S.A. (Euronext Paris: FR0000130577,
CAC 40) ("Publicis") today announced that it has extended its previously
announced tender offer to purchase all of the outstanding shares of common stock
of Sapient Corporation (NASDAQ: SAPE) ("Sapient") for $25.00 per share in cash
(the "Offer"). The Offer will now expire at the end of the day, immediately
after 11:59 p.m., New York City time, on January 7, 2015, unless it is further
extended. All other terms and conditions of the Offer remain unchanged.
The completion of the Offer is subject to certain customary terms and
conditions. As previously disclosed, the mandatory waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired
and the Offer has been cleared unconditionally under the German Act Against
Restraints of Competition. The Offer has been extended to allow additional time
for the satisfaction of the CFIUS Condition and the FOCI Mitigation Plan
Condition, each as defined in the Offer to Purchase dated November 12, 2014, as
amended, and other related materials by which the Offer is being made.
Computershare Trust Company, N.A., the depositary for the Offer, has advised
Publicis that as of 5:00 p.m., New York City time, on December 23, 2014,
approximately 116,557,426 shares of common stock of Sapient have been validly
tendered and not withdrawn pursuant to the Offer, representing approximately
79.6% of Sapient's outstanding shares. Shareholders who have already tendered
their shares of common stock of Sapient do not have to re-tender their shares or
take any other action as a result of the extension of the Offer.
About Publicis Groupe
Publicis Groupe (Euronext Paris FR0000130577, CAC 40) is one of the world's
leading communications groups. The Groupe offers a full range of services and
skills: digital (DigitasLBi, Razorfish, Rosetta, VivaKi, Nurun), advertising
(BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs,
corporate communications and events (MSLGROUP), media strategy, planning and
buying (Starcom MediaVest Group and ZenithOptimedia), healthcare communications,
with Publicis Healthcare Communications Group (PHCG), and finally, brand asset
production with Prodigious. Present in 108 countries, the Groupe employs 64,000
professionals.
www.publicisgroupe.com | Twitter:(at)PublicisGroupe | Facebook:
www.facebook.com/publicisgroupe | Viva la Difference !
Contacts
Publicis Groupe
Peggy Nahmany Corporate Communications + 33 (0)1 44 43 72 83
Martine Hue Investor Relations + 33 (0)1 44 43 65 00
Stéphanie Constand Investor Relations + 33 (0)1 44 43 74 44
Additional Information and Where to Find It
This communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares. The tender offer is
being made pursuant to a Tender Offer Statement on Schedule TO filed by Publicis
with the Securities and Exchange Commission (the "SEC") on November 12, 2014.
Sapient filed a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the tender offer on November 12, 2014. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION
STATEMENT, INCLUDING IN EACH CASE ANY AMENDMENTS OR SUPPLEMENTS THERETO, CONTAIN
IMPORTANT INFORMATION. HOLDERS OF SHARES OF SAPIENT COMMON STOCK ARE URGED TO
READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF SHARES OF SAPIENT COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation / Recommendation Statement, are being made available to all holders
of shares of Sapient common stock at no expense to them. The tender offer
materials and the Solicitation / Recommendation Statement are available at no
charge on the SEC's website at www.sec.gov. The tender offer materials and the
Solicitation / Recommendation Statement may also be obtained at no charge by
contacting D.F. King & Co., Inc., the information agent for the tender offer,
toll-free at (866) 796-6860.
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of the Private Securities Litigation Reform Act of 1995) concerning
Sapient, Publicis, the proposed transaction 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 Sapient 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 the tender of a majority of the outstanding shares of Sapient common
stock and regulatory approvals in a timely manner or otherwise; failure to
satisfy other closing conditions to the proposed transaction; risks that the new
businesses will not be integrated successfully or that the combined companies
will not realize estimated cost savings, 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
transaction 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, among others. 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 Sapient'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 SEC and those described in Publicis' 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.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire 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 GlobeNewswire
[HUG#1883487]
Unternehmensinformation / Kurzprofil:
Datum: 24.12.2014 - 14:30 Uhr
Sprache: Deutsch
News-ID 361504
Anzahl Zeichen: 9741
contact information:
Town:
Paris
Kategorie:
Business News
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