STOCKHOLM, SWEDEN--(Marketwire - Nov 12, 2012) - 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
paragraph 3 and Section 18, paragraph 3 of the Dutch Public Takeover
(Besluit openbare biedingen Wft) (the "Takeover Decree") in connection
recommended public offer by Publicis Groupe, through its indirectly wholly
subsidiary, Publicis Groupe Holdings B.V., for all the issued and
shares in the capital of LBi.
This press release does not constitute or form part of an offer for
LBi. The Offer is made only by means of the Offer Document (as defined
This press release may not be published, distributed, disseminated or
sent into Japan or Canada.
Terms not defined in this press release will have the meaning as set
the Offer Document.
The Offer is made for the securities of a Dutch company and is subject to
disclosure requirements, which are different from those of the United
Please note that, to the extent permissible under applicable law or
the Offeror and its affiliates or brokers (acting as agents for the
may, from time to time, and other than pursuant to the Offer,
indirectly purchase, or arrange to purchase, shares in LBi that are the
of the Offer or any securities that are convertible into, exchangeable
exercisable for such shares. To the extent information about such
arrangements to purchase is made public in The Netherlands, such
will be disclosed by means of a press release or other means
calculated to inform Shareholders of such information.
The Offer Price shall be reduced by the per share amount of any
other distributions paid or declared by LBi International N.V.
date hereof and prior to the settlement of the offer, provided the record
for such dividend or distribution also occurs on or prior to the
* The Offer is a public, all cash offer for all issued and outstanding
in the capital of LBi at an offer price of EUR 2.85 cum dividend per
* The LBi Management Board and Supervisory Board unanimously approve and
support the Offer and unanimously recommend Shareholders to accept the
* As per 9 November 2012, Publicis Groupe held 30,939,476 shares in LBi
represent in total approximately 21.19% of the Fully Diluted Capital
* Certain selected shareholders together holding 64.83% of the Fully
Capital of LBi entered into irrevocable commitments to tender their
under the Offer.
* The Acceptance Period commences on 13 November 2012 at 09.00 hours CET,
ends on 15 January 2013 at 17.40 hours CET, unless extended.
* LBi convened an extraordinary general meeting of Shareholders at 15.00
CET on 20 December 2012, during which, among other matters, the Offer
be discussed and the Governance Resolutions will be decided upon.
* The Offer shall be subject to the fulfilment or waiver of the Offer
Conditions as set out in the Offer Document.
With the publication of the Offer Document today, and with reference
joint press releases of Publicis Groupe [EURONEXT Paris: FR0000130577]
[EURONEXT Amsterdam: LBI], issued on 20 September 2012 and 9 October
respectively, Publicis Groupe Holdings B.V. ("Publicis Groupe Holdings"
"Offeror"), an indirectly wholly owned subsidiary of Publicis Groupe,
hereby jointly announce that the Offeror is making an all cash public
all the issued and outstanding shares with a nominal value of EUR 0.25
the capital of LBi (the "Shares") at an offer price of EUR 2.85 cum
*** Please find attached the full and original pdf version of the press
Press release PDF:
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