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
10,
paragraph 3 and Section 18, paragraph 3 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 (as defined
below).
This press release may not be published, distributed, disseminated or
otherwise
sent into Japan or Canada.
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 such information.
The Offer Price shall be reduced by the per share amount of any
dividends or
other distributions paid or declared by LBi International N.V.
following the
date hereof and prior to the settlement of the offer, provided the record
date
for such dividend or distribution also occurs on or prior to the
settlement of
the Offer.
Highlights
* The Offer is a public, all cash offer for all issued and outstanding
shares
in the capital of LBi at an offer price of EUR 2.85 cum dividend per
Share.
* The LBi Management Board and Supervisory Board unanimously approve and
fully
support the Offer and unanimously recommend Shareholders to accept the
Offer.
* As per 9 November 2012, Publicis Groupe held 30,939,476 shares in LBi
which
represent in total approximately 21.19% of the Fully Diluted Capital
(as
defined below).
* Certain selected shareholders together holding 64.83% of the Fully
Diluted
Capital of LBi entered into irrevocable commitments to tender their
Shares
under the Offer.
* The Acceptance Period commences on 13 November 2012 at 09.00 hours CET,
and
ends on 15 January 2013 at 17.40 hours CET, unless extended.
* LBi convened an extraordinary general meeting of Shareholders at 15.00
hours
CET on 20 December 2012, during which, among other matters, the Offer
will
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
to the
joint press releases of Publicis Groupe [EURONEXT Paris: FR0000130577]
and LBi
[EURONEXT Amsterdam: LBI], issued on 20 September 2012 and 9 October
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 Offeror is making an 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.
*** Please find attached the full and original pdf version of the press
release.
***
Press release PDF:
http://hugin.info/86897/R/1657212/535957.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
[HUG#1657212]