Publicis Groupe [EURONEXT Paris: FR0000130577] and LBi [EURONEXT Amsterdam: LBI], one of the world's largest independent digital communications agencies, announce they have reached a conditional agreement on a potential recommended cash offer to acquire all outstanding shares of LBi (the "Offer"). Publicis Groupe intends to pay LBi shareholders EUR 2.85 per share in cash (the "Offer Price"); no dividend payments or other distributions on LBi shares will be made. The Offer Price represents a premium of 39.8% above the "unaffected"[1] 12-month weighted average share price of LBi of EUR 2.04[2]. The Offer values the fully diluted share capital of LBi at approximately EUR 416 million. The Management Board and Supervisory Board of LBi fully support and unanimously recommend the Offer to LBi's shareholders.
Unanimous support from the Management Board and Supervisory Board of LBi
On 25 June 2012, the Board of LBi announced that it was in discussions with third parties in respect of strategic alternatives available to LBi. These discussions have now been fully pursued, culminating in today's announcement of an intended combination with Publicis Groupe. After a careful decision-making process, taking into account the Dutch Corporate Governance Code and the internal corporate governance rules, the Management Board and Supervisory Board of LBi believe this transaction is in the best interests of the company and its stakeholders including its clients, shareholders, partners and employees. The Boards fully support and unanimously recommend the Offer to LBi's shareholders.
Fairness Opinions
Jefferies International Limited is acting as sole financial advisor to LBi and has rendered a fairness opinion to the Management Board in connection with the Offer. ABN Amro Bank N.V. has, as independent advisor, rendered a fairness opinion to the Supervisory Board of LBi in connection with the Offer. Each such opinion, based upon and subject to the factors noted, assumptions made, matters considered and limitations on the review undertaken in connection with such opinion, states that, as of today, the intended Offer Price is fair to LBi's holders of ordinary shares from a financial point of view.
Irrevocable undertakings for in total 67% of the shares
To date, Publicis Groupe has received an irrevocable commitment from certain identified shareholders, including, but not limited to, Janivo, Red Valley, Carlyle Europe Technology Partners, Cyrte Investments and Westerduin, the members of the Boards and selected senior managers, together representing 67% of the fully diluted share capital of LBi, to tender their shares under the Offer if and when made (the "Undertakings"). The Undertakings contain certain customary undertakings and conditions.
The relevant shareholders did not receive any information in connection with the Offer that will not be included in the Offer document.
Indicative timetable
It is Publicis Groupe's intention to submit a request for approval of its Offer document to the AFM and to finalise all required documentation with regard to the Offer as soon as reasonably possible after this announcement. Once the Offer document is approved by the AFM, the Offer will be made and the Offer document will be published. It is currently expected that this will take place in the second half of November 2012. The Offer period will be at least eight weeks and no more than ten weeks, after which the Offer may be declared unconditional or the Offer may be extended. LBi will hold an EGM at least six business days before closing of the Offer period in accordance with Article 18, paragraph 1 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft). Subject to the Offer conditions, if and when the Offer is declared unconditional, there may be a post-closing acceptance period of two weeks. The closing of the transaction is expected in Q1 2013.