HAVAS
This press release does not constitute or form part of any offer, solicitation or invitation to buy, exchange or subscribe for any securities in the United States, or in any other jurisdiction. Securities may not be offered, subscribed or sold in the United States absent a registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The exchange tender offer mentioned in this press release will not be made in the United States and no tenders made from the United States will be accepted.
Puteaux, Monday 17 November 2014
PRESS RELEASE
The Board of Directors of Havas issues a positive opinion on the public exchange offer made by the Bolloré Group and recommends shareholders of Havas to tender their securities into the offerToday, the Board of Directors met in order to issue its opinion on the public exchange offer made by the Bolloré Group.
The Board first reviewed the conclusions prepared by the independent expert (Sorgem Evaluation) it had appointed on 17 October 2014. The expert concludes that the exchange ratio is fair as "it offers a premium [...] on Havas's intrinsic value." The proposed exchange ratio for the BSAARs is also considered as fair.
The Board also noted that the offer had received a favourable welcoming by the Group
Committee (comité de groupe) on 27 October 2014.
The independent directors had previously convened on 4 November 2014 with the independent expert to take note of his initial conclusions and to discuss with him. A report of this meeting was presented today to the Board, whereby the independent directors recommended the tender into the offer.
Taking into account in particular the fairness of the offer certified by the expert and the favourable response of the employees represented within the Group Committee, the Board recommends shareholders of Havas and holders of Havas BSAARs to tender their securities into the offer.
The Board particularly took note of the Bolloré Group's willingness to accompany Havas's development, as well as the Bolloré Group's asserted confidence in its strategic orientations.
The Board thus considered that the offer was made in the interest of Havas, of its employees and its shareholders.
Those who were members of the Board of Directors of both Havas and Bolloré (i.e., Mr Yannick Bolloré, Bolloré SA, represented by Mr Cédric de Bailliencourt and, Financière de Sainte-Marine, represented by Mr Gilles Alix) did not take part in the vote.
Yannick Bolloré, Chairman and Chief Executive Officer of the Havas Group, said: « I am delighted by the positive opinion issued today by the Board of Directors of Havas. I am also pleased that this offer was favourably welcomed by the Group Committee. The success of
this transaction will enable our Group to benefit from the support of a long term shareholder even further and will thus facilitate our development in the future."
No materials, nor any information in relation with the transaction mentioned in this press release may be released to the public in any jurisdiction where a registration or approval is required. No steps have been and will be undertaken in any jurisdiction where such steps would be required. The issuance or subscription of securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. Havas disclaims any liability resulting from a violation of any such restrictions by any person.
This press release is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended and as implemented in each Member States of the European Economic Area (the "Prospectus Directive").
This press release does not constitute and shall not be considered to constitute a public offering, nor an invitation or a solicitation of a public offering in any jurisdiction.
In the Member States of the European Economic Area other than France ("Member States") which have implemented the Prospectus Directive, no steps have been undertaken and will be undertaken to make a public offer of securities requiring the publication of a prospectus in any of the Member States. Therefore, securities may only be offered in Member States:
(a) to persons who are « qualified investors » (within the meaning of the Prospectus Directive, as amended), or
(b) in any other cases where publication of a prospectus is not required pursuant to article 3(2) of the Prospectus
Directive.
This press release is not issued and has not been approved by an authorized person ("authorized person") within the meaning of article 21(1) of the Financial Services and Markets Act 2000. Therefore, this press release is addressed and directed only to persons who (i) are outside the United Kingdom (ii) have professional experience in matters relating to investments falling with article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) are referred to in article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or (iv) to any other persons to whom this press release might be addressed in accordance with applicable laws (persons listed in (i), (ii), (iii), and (iv) together being referred to as "Relevant Persons"). The securities are available only to Relevant Persons, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with Relevant Persons. This press release or any of its contents must not be acted on or relied on by persons who are not Relevant Persons. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory
authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute a securities offering, nor a solicitation or invitation to buy or subscribe securities in the United States. Securities have not been and will not be registered under the US Securities Act of
1933, as amended (the « U.S. Securities Act ») and may not be offered or sold within the United States to, or for
the account or benefit of, a U.S. Person (as that term is defined by Regulation S issued under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The exchange tender offer mentioned in this press release will not be made in the United States and no tenders made from the United States will be accepted. Neither the tender offer document nor any other materials relating to the tender offer may be sent, communicated, or released in the United States. Shareholders who tender into the offer will be considered as stating that they do not tender from the United States.
The release of this document in other jurisdictions may be restricted by law. Information in this press release do not constitute a securities offering in the United States, Canada, Australia or Japan.
This press release may not be published, released or distributed, directly or indirectly, by any person in the United
States, Canada, Australia or Japan.
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