This is a joint press release by LBi International N.V. ("LBi") and Publicis Groupe S.A. ("Publicis Groupe") pursuant to the provisions of Article 16, paragraph 1 and Article 17, paragraph 1 of the Dutch Public Takeover Decree (Besluit openbare biedingen Wft) (the "Takeover Decree") in connection with the recommended public offer by Publicis Groupe, through its indirectly wholly owned subsidiary, Publicis Groupe Holdings B.V., for all the issued and outstanding shares in the capital of LBi.
This press release does not constitute or form part of an offer for shares in LBi. The Offer is made only by means of the offer document published on 12 November 2012 (the "Offer Document").
Terms not defined in this press release will have the meaning as set forth in the Offer Document.
The Offer is made for the securities of a Dutch company and is subject to Dutch disclosure requirements, which are different from those of the United States.
Please note that, to the extent permissible under applicable law or regulation, the Offeror and its affiliates or brokers (acting as agents for the Offeror) may, from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares in LBi that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in The Netherlands, such information will be disclosed by means of a press release or other means reasonably calculated to inform shareholders of LBi of such information.
This press release may not be published, distributed, disseminated or otherwise sent into Japan or Canada.
Highlights
* The Offeror declares the Offer unconditional (doet het bod gestand)
* 73.50% of the Fully Diluted Capital1 accepted, together with Shares held by the Offeror, representing 97.37% of the Fully Diluted Capital
* Settlement of the Offer will take place on 21 January 2013
* Remaining Shares can be tendered in a Post Acceptance Period starting 16 January 2013 and ending 29 January 2013
* Delisting to occur as soon as possible in consultation with NYSE Euronext Amsterdam
* Squeeze-out procedure to start as soon as possible
With reference to the joint press releases of Publicis Groupe [EURONEXT Paris: FR0000130577] and LBi [NYSE EURONEXT Amsterdam: LBI], issued on 20 September 2012, 9 October 2012 and 12 November 2012, respectively, Publicis Groupe Holdings B.V. ("Publicis Groupe Holdings" or the "Offeror"), an indirectly wholly owned subsidiary of Publicis Groupe, and LBi hereby jointly announce that the all cash public offer for all the issued and outstanding shares with a nominal value of EUR 0.25 each in the capital of LBi (the "Shares") at an offer price of EUR 2.85 cum dividend per Share is declared unconditional.
Acceptances
During the Acceptance Period, which ended at 17:40 hours CET on 15 January 2013 (the "Acceptance Closing Time"), 107,330,624 Shares have been tendered for acceptance under the Offer, representing a value of EUR 305,892,278.40.
Open the link to the complete press release here
About Publicis Groupe Publicis Groupe [Euronext Paris FR0000130577, part of the CAC 40 index] is the third largest communications group in the world, offering the full range of services and skills: digital (Digitas, Razorfish, Rosetta, VivaKi), traditional advertising (BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate communications and events (MSLGROUP), media buying and strategy (Starcom MediaVest Group and ZenithOptimedia) and specialized communications with PHCG (Publicis Healthcare Communications Group). Present in 104 countries, the Groupe employs 56,000 professionals. www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook: www.facebook.com/publicisgroupe Viva la Difference !
About LBi LBi International N.V. [NYSE Euronext Amsterdam: LBI] is Europe's largest independent marketing and technology agency, blending insight, media, creativity and technical expertise to create value for brands. Headquartered in Amsterdam (the Netherlands), the company has operations in 16 countries and a staff of approximately 2,200. As a marketing and technology agency, LBi offers services to brands and (clients) to help them engage with their customers through digital channels across a wide spectrum of their points of engagement, from initial awareness of the brand, through direct interaction with the services or products offered by the brand, to on-going relationships with the brand. LBi offers a suite of services that are designed to help its clients attract, engage and manage customers, more effectively. This full service offering combines analytical, direct marketing and digital competences, which means that they are able to develop big creative ideas in the digital space, build and manage complex transactional websites, run complex CRM programmes and even handle the media buying, planning and electronic public relations for blue chip companies.
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: LBi International N.V. via Thomson Reuters ONE [HUG#1670740]
Contacts
Publicis Groupe
Peggy Nahmany
Corporate Communication
+ 33 1 44 43 72 83
Martine Hue
Investor Relations
+ 33 1 44 43 65 00
Stephanie Atellian
Investor Relations
+ 33 1 44 43 74 44
LBi
Fred Mulder
(Chairman)
+31 20 460 4500
Luke Taylor
(CEO)
+31 20 460 4500
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