Publicis Groupe Completes Acquisition of Sapient

Publicis Groupe Completes Acquisition of Sapient

ID: 369787

(Thomson Reuters ONE) -


02/06/15
PRESS RELEASE

PUBLICIS GROUPE COMPLETES ACQUISITION OF SAPIENT

PARIS - February 6, 2015 - Publicis Groupe S.A. [Euronext Paris: FR0000130577,
CAC 40] ("Publicis") today announced the completion of its acquisition of
Sapient Corporation (NASDAQ: SAPE) ("Sapient") for total consideration of
approximately $3.7 billion.

"This deal dramatically sharpens Publicis Groupe's profile, establishing us as a
leader in Marketing, Communication and Business Transformation. Sapient's
marketing, technology and consulting capabilities, its strength in India
combined with Publicis Groupe's global presence, depth in creative, leadership
in media, and digital will create a world leader with unmatched capabilities.
Our clients are facing many adverse trends: from rising global competition, to
new comers born from digital, and new paradigms in communications and marketing.
With our new capabilities, we will be best positioned to help them transform
their businesses and navigate the new world. Alan and his teams will bring
tremendous talents to Publicis Groupe. I am extremely happy to have them on
board, and very confident for our shared future," said Maurice Lévy, Publicis
Groupe Chairman and CEO.

The acquisition of Sapient, initially announced November 3, 2014, is a truly
transformative acquisition for Publicis Groupe. The deal is the largest and most
strategic of its kind in the industry. In a world marked by increased
convergence, clients need a partner with a significantly more connected offering
to help keep pace with a profoundly changing connected, empowered consumer. The
addition of Sapient combined with Publicis Groupe's digital, creative and media
creates unmatched capabilities in marketing, omni-channel commerce and
consulting, underpinned by tremendous depth of technology expertise.





"As we've talked about for many years, our ambition in building Sapient is to
bring maximum impact for the clients we serve, the markets in which they operate
and the industry overall. We at Sapient have tremendous ambition and have always
committed to making a huge impact- whether it's changing the way the world works
or enabling human potential, we want to make a difference. Maurice Lévy and I,
Publicis Groupe and Sapient, have a strong set of shared values, and a shared
vision to tip an industry and create change. That opportunity exists now more
than ever. The combination of our two companies and the creation of the
Publicis.Sapient platform together create the most transformational offering in
the market. No one is even close," said Alan J. Herrick, CEO of
Publicis.Sapient.

WHAT YOU NEED TO KNOW ABOUT SAPIENT

Sapient is a unique, globally connected services company that helps clients
capitalize on technology-driven market disruption. The company was founded in
1990 with the idea that technology would fundamentally change the way the world
works and that businesses would therefore need to increasingly leverage it in
order to preempt client's needs. Sapient is unique in its ability to blend
business, marketing and technology to help clients solve the increasingly
complex and interconnected problems they face in a technology-driven environment
where change is both rapid and constant.  Sapient's unique model has seen it
grow to 13,000 people with 37 offices across the world. The company has three
primary areas of focus outlined below. Each area is deployed through Sapient's
unique, highly connected and collaboration-driven Global Distributed Delivery
model, which leverages its significant presence in India.

Marketing - Sapient's work specifically focuses on how marketing is evolving at
the intersection of storytelling and technology in a changing media landscape
and environment where consumers are empowered and have heightened experience
expectations. Sapient has been consistently recognized for its marketing
leadership. SapientNitro was named a leader for the third consecutive year in
the 2014 Gartner evaluation of global digital marketing agencies.  Also in
2014, it was named an Innovation Agency leader by Forrester.

Omni-channel Commerce - Sapient is the recognized leader in omni-channel
commerce and works with clients to evolve the shopping experience and create new
revenue streams across an increasingly converged in-store, on-line and mobile
shopping experience -- a market that is expected to grow from $1.5 trillion in
2014 to $2.5 trillion by 2017. In the USA, 32% of all platform-driven retail e-
commerce is conducted through systems designed and built by Sapient.
SapientNitro has been recognized by Forrester as a leading global commerce
service provider.

Consulting - Sapient brings deep industry expertise that allows it to steward
clients in the evolution of their business models, given how the opportunity
created by the increasingly technology-enabled consumer and increasingly
technology-enabled operating environment is forcing businesses to transform
their working processes, organizational models and technology environments.

A Unique Model - The capabilities above are uniquely realized through highly
collaborative multi-disciplinary teams that distribute work across a connected
delivery ecosystem where specific offices anchor expertise, which is then
underpinned by unmatched technology strength and robust presence in India.

Sapient is a company built on a strong foundation of globally consistent culture
and values, whose benefits have been realized in multiple ways - the company is
a compellingly strong organic grower with a 5 year revenue CAGR of 17%, having
grown top line revenue from $638.9 million in 2009 to $1.4 billion at the close
of 2014.

CREATION OF PUBLICIS.SAPIENT PLATFORM

The acquisition of Sapient gives birth to the Publicis.Sapient platform,
encompassing the global leaders in digital - SapientNitro, Razorfish Global,
Rosetta and DigitasLBi, and the deep industry expertise of Sapient Global
Markets and Sapient Government Services. Publicis.Sapient is now the world's
most forward leaning and largest digitally centered platform focused exclusively
on digital transformation and the dynamics of an always-on world. Moreover, the
platform will help clients alter their ways of working, given the daunting new
reality of empowered consumers.

BENEFITS FOR CLIENTS
Publicis Groupe's ambition is, first and foremost, to do great work for its
clients. With its incredible resources and talents, reinforced by those of
Sapient, Publicis Groupe now stands alone in its ability to do truly
transformational work for its clients, stewarding them through their own
metamorphoses, and preempting the future in a more empowered, convergent world.
Publicis Groupe invents solutions for clients that work for tomorrow through its
unmatched expertise combining branding, creativity, media, commerce and
technology now with consulting.

BENEFITS FOR EMPLOYEES
The two groups' shared strategic visions and similar values pave the way for a
harmonious integration that will preserve the DNA of Sapient within Publicis
Groupe, as the Groupe has done with past acquisitions, while expanding its
global reach, all without slowing either group's pace of innovation and
creativity. Both Publicis Groupe and Sapient employ the most talented and
ambitious people in our industry and now with its extended global footprint and
deep-rooted expertise, Publicis.Sapient will offer a wealth of resources and
opportunities for growth to both present and future employees.

BENEFITS FOR SHAREHOLDERS
Most importantly, the combination of Publicis Groupe and Sapient will allow
Publicis Groupe to become the leading transformation player in our industry,
creating new opportunities and new revenue streams that will now come with
access to business and technology budgets.  Moreover, the addition of Sapient is
expected to drive cost savings through the integration of digital production,
leveraging Sapient's substantial production infrastructure in India, real estate
consolidation, G&A reductions and procurement savings. Sapient's leading ability
to execute successfully in and with India through a Global Distributed Delivery
model offers a depth of quality, knowledge and talent that Publicis.Sapient will
continue to expand upon. We expect to see the first benefits on both growth and
margins as soon as 2016.

Publicis.Sapient will maximize the Groupe's global footprint, accelerating its
objective to be the Business Transformation leader and will present a strongly
positive impact on Publicis Groupe's growth profile, with combined revenue in
excess of ?8 billion and over 75,000 employees worldwide.

Alan J. Herrick, Sapient's Chief Executive Officer and Co-Chairman of the Board
of Directors, will lead Publicis.Sapient, as CEO. He will also serve as a member
of Publicis Groupe's "Directoire+". Jerry A. Greenberg, Sapient founder and
Board Co-Chairman will join Publicis Groupe's Supervisory Board as an
independent member. Alan Wexler, President, SapientNitro, and Chip Register,
Executive Vice President & Managing Director, Sapient Global Markets, will join
Publicis Groupe's P12 "Executive Committee."


THE OFFER
The tender offer for all of the outstanding shares of Sapient common stock
expired as scheduled at the end of the day, immediately after 11:59 p.m., New
York City time, on February 5, 2015. Computershare Trust Company, N.A., the
depositary for the tender offer, has advised Publicis that a total of
121,954,854 shares of Sapient common stock, excluding Sapient shares tendered by
notice of guaranteed delivery for which certificates were not yet delivered,
representing approximately 86.5% of Sapient's outstanding shares, were validly
tendered into and not withdrawn from the tender offer.  Publicis and its
subsidiary, 1926 Merger Sub Inc., have accepted for payment and will promptly
pay for all shares that were validly tendered and not withdrawn.

Following its acceptance of the tendered shares, Publicis completed its
acquisition of Sapient through the merger of 1926 Merger Sub Inc. with and into
Sapient without a vote of Sapient's stockholders pursuant to Section 251(h) of
the Delaware General Corporation Law.  As a result of the completed merger,
Sapient became an indirect, wholly owned subsidiary of Publicis.  In connection
with the merger, all Sapient shares not validly tendered into the tender offer
have been cancelled and converted into the right to receive the same $25.00 per
share, net to the seller in cash, without interest thereon and less any
applicable withholding taxes, as is to be paid for all shares that were validly
tendered and not withdrawn in the tender offer. Sapient shares will cease to be
traded on NASDAQ.

BofA Merrill Lynch and Rothschild acted as financial advisors and Wachtell,
Lipton, Rosen & Katz served as legal advisor to Publicis Groupe. Goldman, Sachs
& Co. and Blackstone Advisory Partners L.P. acted as financial advisors and
Cravath, Swaine & Moore LLP served as legal advisor to Sapient.

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 more
than 64,000 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 Sapient
Sapient is a global services company that helps clients transform in the areas
of business, marketing, and technology. The company operates three divisions
that enable clients to gain a competitive advantage and succeed in an
increasingly digital world. SapientNitro, Sapient Global Markets, and Sapient
Government Services fuse insight, creativity, and technology to drive innovation
and to help clients navigate complex business problems. Our approach is the
subject of case studies used by MBA programs at Harvard and Yale. The company
has operations in The Americas, Europe, and Asia-Pacific. For more information,
visit www.sapient.com

Publicis
Groupe

Peggy Corporate + 33 (0)1 peggy.nahmany(at)publicisgroupe.com
Nahmany Communication 44 43 72 83

Jean-Michel Investors + 33 (0)1 jean-michel.bonamy(at)publicisgroupe.com
Bonamy Relations 44 43 77 88

Stéphanie Investors + 33 (0)1 stephanie.constand(at)publicisgroupe.com
Constand Relations 44 43 74 44



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 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 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
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#1892549]




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Datum: 06.02.2015 - 15:15 Uhr
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