STOCKHOLM, SWEDEN--(Marketwire - Nov 12, 2012) - This is a joint press release by LBiInternational N.V. ("LBi") and PublicisGroupe S.A. ("Publicis Groupe") pursuant to the provisions of Article10,paragraph 3 and Section 18, paragraph 3 of the Dutch Public TakeoverDecree(Besluit openbare biedingen Wft) (the "Takeover Decree") in connectionwith therecommended public offer by Publicis Groupe, through its indirectly whollyownedsubsidiary, Publicis Groupe Holdings B.V., for all the issued andoutstandingshares in the capital of LBi.
This press release does not constitute or form part of an offer forshares inLBi. The Offer is made only by means of the Offer Document (as definedbelow).This press release may not be published, distributed, disseminated orotherwisesent into Japan or Canada.
Terms not defined in this press release will have the meaning as setforth inthe Offer Document.
The Offer is made for the securities of a Dutch company and is subject toDutchdisclosure requirements, which are different from those of the UnitedStates.
Please note that, to the extent permissible under applicable law orregulation,the Offeror and its affiliates or brokers (acting as agents for theOfferor)may, from time to time, and other than pursuant to the Offer,directly orindirectly purchase, or arrange to purchase, shares in LBi that are thesubjectof the Offer or any securities that are convertible into, exchangeablefor orexercisable for such shares. To the extent information about suchpurchases orarrangements to purchase is made public in The Netherlands, suchinformationwill be disclosed by means of a press release or other meansreasonablycalculated to inform Shareholders of such information.
The Offer Price shall be reduced by the per share amount of anydividends orother distributions paid or declared by LBi International N.V.following thedate hereof and prior to the settlement of the offer, provided the recorddatefor such dividend or distribution also occurs on or prior to thesettlement ofthe Offer.
Highlights * The Offer is a public, all cash offer for all issued and outstandingshares in the capital of LBi at an offer price of EUR 2.85 cum dividend perShare.
* The LBi Management Board and Supervisory Board unanimously approve andfully support the Offer and unanimously recommend Shareholders to accept the Offer.
* As per 9 November 2012, Publicis Groupe held 30,939,476 shares in LBiwhich represent in total approximately 21.19% of the Fully Diluted Capital(as defined below).
* Certain selected shareholders together holding 64.83% of the FullyDiluted Capital of LBi entered into irrevocable commitments to tender theirShares 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 15.00hours CET on 20 December 2012, during which, among other matters, the Offerwill 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 referenceto thejoint press releases of Publicis Groupe [EURONEXT Paris: FR0000130577]and LBi[EURONEXT Amsterdam: LBI], issued on 20 September 2012 and 9 October2012,respectively, Publicis Groupe Holdings B.V. ("Publicis Groupe Holdings"or the"Offeror"), an indirectly wholly owned subsidiary of Publicis Groupe,and LBihereby jointly announce that the Offeror is making an all cash publicoffer forall the issued and outstanding shares with a nominal value of EUR 0.25each inthe capital of LBi (the "Shares") at an offer price of EUR 2.85 cumdividend perShare.
*** Please find attached the full and original pdf version of the pressrelease.***
Press release PDF:http://hugin.info/86897/R/1657212/535957.pdf
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(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
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