Havas – ‘425’ on 2/5/01 re: Snyder Communications Inc

On:  Monday, 2/5/01, at 9:59pm ET   ·   As of:  2/6/01   ·   Accession #:  928385-1-293   ·   File #:  333-07495

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         4     17K 

425
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                            Filed by Snyder Communications, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933

                                              Subject Company: Havas Advertising
                                                   Commission File No. 001-12145

On February 5, 2001, Havas Advertising and Snyder Communications issued the     
following joint press release related to the proposed acquisition of all        
outstanding shares of common stock of Circle.com by Havas Advertising:          

[HAVAS ADVERTISING LOGO]  

For Immediate Release                                                           

HAVAS ADVERTISING TO ACQUIRE CIRCLE.COM TRACKING STOCK

LEVALLOIS, FRANCE AND BETHESDA, MARYLAND, February 5, 2001- Havas Advertising   
(Nasdaq: HADV; Euronext Paris SA: HAV.PA), the world's fourth largest           
communications group, and Snyder Communications announced today a definitive    
merger agreement under which all of the tracking stock of Circle.com (Nasdaq:   
CIRC), the Internet professional services business unit of Snyder               
Communications, will be exchanged for Havas Advertising ADSs valued at $1.27 per
share of Circle.com common stock, subject to a 10% collar.  Havas Advertising   
acquired all of the common stock of Snyder Communications other than the        
Circle.com common stock in September 2000.                                      

Based on the closing price of $14.8125 for Havas Advertising ADSs on February 2,
2001, each Circle.com share would be exchanged for 0.0857 Havas Advertising     
ADSs, and  Havas Advertising would issue a total of 1.95 million of its shares  
to Circle.com shareholders in exchange for 100% of the Circle.com tracking      
stock.  The number of shares issued would represent less than 0.63% of Havas    
Advertising's fully diluted shares.                                             

A special committee of the board of directors of Snyder Communications, in      
consultation with independent financial and legal advisors, negotiated the terms
of the transaction on behalf of the holders of Circle.com common stock, and     
unanimously recommended that the full board of directors of Snyder              
Communications approve the transaction.  The transaction was subsequently       
approved by the boards of directors of both Havas Advertising and Snyder        
Communications.                                                                 

Commenting on the transaction, Alain de Pouzilhac, Chairman and Chief Executive 
Officer of Havas Advertising, said, "Our strategy is to deliver interactive     
communications capabilities as a part of an integrated communications solution  
to our clients' needs.  When we purchased Snyder, we thought it worthwhile to   
see if the delivery of those capabilities through a separate business unit such 
as Circle.com had strategic or financial advantages.  We have concluded it does 
not. We believe that merging Circle.com with our other interactive businesses at
this time will permit us to optimize their value.  I am very pleased to be able 
to reinforce our links with Circle.com through this transaction."               

Bob Schmetterer, Chairman and CEO of Euro RSCG Worldwide, a major global        
advertising network within the Havas Advertising group, stated, "We have a very 
clear vision based on the convergence of traditional advertising, database      
marketing, CRM and interactivity and we've been implementing that vision for the
past four years with Euro RSCG Interaction.  Circle.com is a perfect fit with   
that vision and strategy.  We believe that both our clients and                 

425
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
[HAVAS ADVERTISING LOGO]  

Circle.com's clients will gain a great deal by fully integrating Circle.com     
within Euro RSCG, and we anticipate seeing a combination of top and bottom line 
synergies almost immediately."                                                  

Charlie Tarzian, CEO of Circle.com, said, "We view the merger of our business   
with that of Havas Advertising's as a very positive step.  We have very talented
people who have developed excellent skills in the interactive arena. Merging    
will permit us to make the best use of those skills for the benefit of our      
clients as part of an integrated communications solution, which is clearly the  
strategic future of the business."                                              

Circle.com is expected to report 2000 revenue of approximately $ 67 million,    
EBITDA loss of $ 16 million, and a debt position of  $ 58 million, at December  
31, 2000.  After taking into  account the recent restructuring by Circle.com and
anticipated synergies from integrating Circle.com into Euro RSCG, the           
transaction is expected to be neutral to cash earnings per share for Havas      
Advertising in 2001.                                                            

Under the terms of the transaction, Circle.com stockholders will receive in     
exchange for their Circle.com common stock a number of Havas Advertising ADSs   
that will be adjusted to produce a value of $1.27 per Circle.com share as long  
as the average closing price of Havas Advertising ADSs during a 20 trading day  
period prior to closing is within a range of 10% above or below a price of      
$15.07.  If the average closing price during that period is above $16.58, each  
Circle.com share will be entitled to receive 0.0766 Havas Advertising ADSs and  
if the average closing price during that period is below $13.56, each Circle.com
share will be entitled to receive 0.0937 Havas Advertising ADSs.  The Havas     
Advertising ADSs will be registered with the SEC and listed on Nasdaq upon      
closing of the transaction, which is expected during the first half of 2001.    
The transaction is expected to be tax-free to the shareholders of both          
companies.                                                                      

The transaction is subject to Havas Advertising and Snyder Communications       
shareholder approvals and customary closing conditions.  Havas Advertising,     
through its ownership of the SNC common stock of Snyder Communications, is      
expected to have sufficient voting rights to approve the transaction at the     
Snyder Communications stockholders meeting.                                     

Contact:                                                                        
--------                                                                        
R. John Cooper - Tel.  1 (212) 916 7203                                         

About Circle.com                                                                

Circle.com is an internet professional services firm that offers complete end-  
to-end web enabling services for its Fortune 1000 and emerging Internet-based   
clients, specializing in Internet-based marketing and customer relationship     
management systems  Circle.com, headquartered in Baltimore, Maryland, boasts 13 
offices and over 500 associates worldwideand is a division of Havas Advertising 
(Nasdaq: HADV; Euronext Paris SA: HAV.PA).  Further information on Circle.com   
can be found on the company's web site at www.circle.com.                       
                  --------------

425
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
[HAVAS ADVERTISING LOGO]  

About Havas Advertising                                                         

Havas Advertising (Nasdaq: HADV; Euronext Paris SA: HAV.PA) is the world's      
fourth largest communications group*. Based in Paris, Havas Advertising has four
operating divisions - Euro RSCG Worldwide, headquartered in New York, NY, Media 
Planning Group in Barcelona, Spain, Diversified Agencies Group in Paris, France 
and Arnold Worldwide Partners, headquartered in Boston, Massachusetts. Havas    
Advertising brings a multicultural approach to its business that distinguishes  
it from other major communications companies. Havas Advertising has a presence  
in 75 countries. Havas Advertising offers a complete line of communications     
services, including general advertising, direct marketing, media planning and   
buying, corporate communications, sales promotion, design, sports marketing,    
human resources, multimedia interactive communications and public relations.    
Havas Advertising has a worldwide presence of over 250 agencies and a staff of  
approximately 20,000.                                                           

Further information on Havas Advertising can be found on the company's web site 
at: www.havas-advertising.com or in Havas Advertising's registration statement  
-------------------------                                               
on Form F-4 filed with the SEC (SEC file #333-43362), which may be obtained free
of charge at the SEC's website, www.sec.gov.                                    

*  Advertising Age Annual Agency Report ranking, April 24, 2000                 

FORWARD-LOOKING INFORMATION                                                     

This document contains certain "forward-looking statements," within the meaning 
of the Private Securities Litigation Reform Act of 1995, about the proposed     
acquisition of Circle.com. These include statements regarding the anticipated   
closing date of the transaction, anticipated tax consequences and anticipated   
future operating results.  These statements are based on management's current   
expectations and are subject to uncertainty and changes in circumstances.       
Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like          
"believe," "expect," "anticipate," "estimated," "pro forma," and "intend" or    
future or conditional verbs such as "will," "would," or "may." Certain factors  
that could cause actual results to differ materially from expected results      
include delays in completing the Circle.com transaction, difficulties in        
integrating Circle.com with Havas Advertising's other businesses, and changes in
global economic, business, competitive market and regulatory factors.           

ADDITIONAL INFORMATION                                                          

Havas Advertising and Snyder Communications will be filing a proxy              
statement/prospectus and other relevant documents concerning the merger with the
Securities and Exchange Commission (SEC).  WE URGE INVESTORS TO READ THE PROXY  
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS 
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.             

425
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
[HAVAS ADVERTISING LOGO]  

Investors will be able to obtain the documents free of charge at the SEC's web  
site, www.sec.gov.  In addition, documents filed with the SEC by Havas          
Advertising will be available free of charge from its Secretaire General, at 84,
rue de Villiers, 92683 Levallois-Perret Cedex, France, (+33) 1.41.34.30.00.     
Documents filed with the SEC by Snyder Communications will be available free of 
charge from its Corporate Secretary at 6903 Rockledge Drive, Bethesda, Maryland 
20817, 301-571-6265.  INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS      
CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT      
DECISIONS.                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed as of:		2/6/01							425
Filed on:		2/5/01		1					8-K
		2/2/01		1
		12/31/00		2					10-K,  20-F
		4/24/00		3
									List all Filings