Publicis Groupe: Acquisition of Relaxnews at Price of 9.58 Euro Per Share
(Thomson Reuters ONE) -
ACQUISITION OF RELAXNEWS AT A PRICE OF 9.58 EURO PER SHARE
Following the exclusive negotiations announced on February 16, 2015 and the
completion of the conditions precedent stipulated in the offer of Publicis
Groupe [Euronext Paris: FR0000130577, CAC40], Financière Relaxnews, a special
vehicle created for the purpose of the transaction and 100% owned by Publicis
Groupe, and the main shareholders of Relaxnews [Alternext Paris: FR0010232306]
announce the signing of the definitive agreements for the takeover of Relaxnews
by Financière Relaxnews.
Pursuant to the terms of the definitive agreements, Financière Relaxnews
purchased more than 94% of the share capital and voting rights in Relaxnews by
way of:
- contributions in kind to Financière Relaxnews made by co-founders Jérôme and
Pierre Doncieux and Habert Dassault Finances representing approximately 30% of
the company's share capital enabling them to hold approximately 30% of the share
capital of Financière Relaxnews, the remaining 70% being owned by Publicis
Groupe;
- the acquisition of a block of shares in Relaxnews representing approximately
30% of the company's share capital at a price of 9.58 euro per share from Jérôme
and Pierre Doncieux and Habert Dassault Finances; and
- the acquisition of a block of shares representing approximately 34% of the
company's share capital at a price of 9.58 euro per share from other minority
shareholders (including investment funds managed by Sigma Gestion and La
Française Asset Management).
According to the General Regulations of the French Autorité des marchés
financiers (AMF), in the coming days, Financière Relaxnews will file a project
for a simplified takeover bid on the remaining shares of Relaxnews at a price of
9.58 euro per share. Given that the Relaxnews' board of directors has made a
commitment to tender treasury shares held by Relaxnews to the takeover bid,
Financière Relaxnews will own more than 95% at the end of the takeover bid.
Consequently, Financière Relaxnews will implement a squeeze-out procedure after
the closing date of the takeover bid. The terms and conditions of this
simplified takeover bid and of the squeeze-out, including financial conditions
and timetable, will be disclosed in a separate press release, and will be
subject to the approval of the Autorité des marchés financiers.
In this respect, the Board of Directors of Relaxnews appointed the firm
8Advisory, represented by Alexis Karklins-Marchay, as the independent expert, to
appraise the fairness of the terms and conditions of the simplified takeover bid
and the squeeze-out procedure.
This acquisition is consistent with Publicis Groupe's strategy. The
content/technology mix of the platforms is innately one of the main levers in
this transformation.
Maurice Lévy, Chairman of Publicis, states: "With the integration of Relaxnews,
Publicis Groupe's clients could not only have access to an extended offer of
leisure content but also to consistent measurement tools. I am pleased that
Jérôme and Pierre Doncieux with all their team will join us. I am strongly
confident in the new growth opportunities the group will be able to assign to
its clients".
Sébastien Danet, ZenithOptimedia France CEO, adds: "I am proud that
ZenithOptimedia will be integrating such editorially and technologically
valuable assets. With Jérôme and Pierre, we are going to be the Relaxnews
incubator to all Publicis Groupe's marks and clients in France and abroad. "
Jérôme and Pierre Doncieux concluded that: "We are very happy! Happy for the
opportunities ahead for our teams. Happy for our clients' added value. Happy to
see the confidence shown by our shareholders and our board members who helped us
to finalize the combination project and we thank them for this. Happy to move
forward with Habert Dassault Finances and our strategic partner AFP. Happy for
all we will learn and create in Publicis Groupe".
Relaxnews and its shareholders were advised by the bank Rothschild (Transaction
R), the lawfirm Racine and the communications agency Actus. Publicis Groupe was
advised by the law firm Veil Jourde.
About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is a global leader in
marketing, communication, and business transformation. In a world marked by
increased convergence and consumers empowerment, Publicis Groupe offers a full
range of services and skills: digital, technology & consulting with
Publicis.Sapient (Sapient.Nitro, Sapient Global Markets, Sapient Government
Services, Razorfish Global, DigitasLBi, Rosetta) - the world's largest most
forward-thinking digitally centered platform focused exclusively on digital
transformation in an always-on world - as well as creative networks such as BBH,
Leo Burnett, Publicis Worldwide, Saatchi & Saatchi, public affairs, corporate
communications and events with MSLGROUP, ad tech solutions with VivaKi, media
strategy, planning and buying through 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 75,000
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 RelaxNews
About Relaxnews Relaxnews is the first source of leisure news. Being a source of
consulting, content, animation and technology, Relaxnews develops customized
content for media, brands, e-commerce sites, blogs and institutions to be used
on websites, social networks, applications for mobile and other electronic
devices, TV screens or in print. Relaxnews launched the first rich media wire of
lifestyle and leisure news covering the worlds of well-being, home,
entertainment and tourism. This wire is sold by subscription under the brand
name "AFP-Relaxnews" with AFP around the world. Relaxnews also owns Relaxevents
(first source of local leisure news) and Paris Modes TV, the first source about
fashion, luxury and trends. Based in Paris, Relaxnews is the only news agency
dedicated to leisure to be listed on NYSE Alternext. www.afprelaxnews.com -
www.parismodes.tv
Contacts
Publicis
Groupe
Corporate + 33 (0)1
Peggy Nahmany Communications 44 43 72 83 peggy.nahmany(at)publicisgroupe.com
Jean-Michel Investor + 33 (0)1
Bonamy Relations 44 43 77 88 jean-michel.bonamy(at)publicisgroupe.com
Stéphanie Investor + 33 (0)1
Constand Relations 44 43 74 44 stephanie.constand(at)publicisgroupe.com
Relaxnews
Jérôme +33 (0)1
Doncieux Co-Président 53 19 89 70 jdoncieux(at)relaxnews.com
Valeria +33 (0)1
Carelli Communications 53 19 89 70 vcarelli(at)relaxnews.com
Julia Listing +33 (0)1
Bridger Sponsor 44 70 20 84 jbridger(at)elcorp.com
Jérôme
Fabreguettes- Investor +33 (0)1
Leib Relations 53 67 36 78 jfl(at)actus.fr
Anne
Catherine Communications +33 (0)1 acbonjour(at)actus.fr
Bonjour 53 67 36 93
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#1925185]
Unternehmensinformation / Kurzprofil:
Datum: 01.06.2015 - 08:00 Uhr
Sprache: Deutsch
News-ID 397035
Anzahl Zeichen: 9085
contact information:
Town:
Paris
Kategorie:
Business News
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