LBI INTERNATIONAL : Publicis Groupe S.A. launches the recommended Public Cash Offer for all the issued and outstanding shares of LBi

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 This press release may not be published, distributed, disseminated or otherwise sent into Japan or Canada.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. *** 

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