Havas – ‘425’ on 7/18/00 re: Snyder Communications Inc

On:  Tuesday, 7/18/00, at 5:30pm ET   ·   As of:  7/19/00   ·   Accession #:  950133-0-2978   ·   File #:  1-12145

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

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Filed Pursuant to Rule 425                             6     21K 

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                                                      Filed by Havas Advertising
                           Pursuant to Rule 425 under the Securities Act of 1933

                                             Subject Company:  Havas Advertising
                                                      Commission File No:[     ]

The following is an amdendment and restatement of materials filed by Havas      
Advertising pursuant to Rule 425 under the Securities Act of 1933 on            
February 23, 2000:                                                              

On February 21, 2000, Havas Advertising and Snyder Communications issued the    
following joint press release related to the proposed acquisition of Snyder     
Communications by Havas Advertising. INFORMATION CONCERNING THE PARTICIPANTS IN 
THE PROXY SOLICITATION IS SET FORTH OPPOSITE THE FIRST SEVEN BENEFICIAL OWNERS  
LISTED IN ITEM 12 OF THE ANNUAL REPORT ON FORM 10-K OF SNYDER COMMUNICATIONS    
FOR THE YEAR ENDED DECEMBER 31, 1999 ON FILE WITH THE SEC (COMMISSION FILE NO.  
1-12154). INVESTORS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE  
SEC'S WEB SITE, WWW.SEC.GOV.                                                    

[HAVAS ADVERTISING LOGO]

FOR IMMEDIATE RELEASE                                                           

HAVAS ADVERTISING TO ACQUIRE SNYDER FOR $2.1 BILLION IN STOCK,  
CREATING WORLD'S 4TH LARGEST ADVERTISING COMMUNICATIONS GROUP 

TRANSACTION BRINGS HAVAS ADVERTISING TOP AMERICAN CREATIVE ADVERTISING FIRM,  
TARGETED MARKETING SERVICES COMPANY, WORLD'S #1 DIRECT MARKETING COMPANY, 
 AND NEW INTERNET CAPABILITIES

STRATEGIC ACQUISITION DOUBLES HAVAS ADVERTISING'S NORTH AMERICAN REVENUES;  
HAVAS ADVERTISING TO HAVE U.S. STOCK LISTING UPON CLOSING OF TRANSACTION  

----------------------------------------------------------------------------- 

     LEVALLOIS, FRANCE AND BETHESDA, MD, FEBRUARY 21, 2000 - Havas Advertising
(Paris Stock Exchange: EURC.PA) and Snyder Communications (NYSE: SNC) today     
announced a definitive merger agreement under which Havas Advertising will      
acquire Snyder in an accretive all-stock transaction valued at US$29.50 per     
Snyder share, or a total of approximately US$2.1 billion. Upon completion of the
acquisition, the largest ever in the advertising communications industry, Havas 
Advertising will be the world's fourth largest advertising communications group 
with approximately US$2.2 billion in pro forma annual revenues, over US$20      
billion in pro forma annual billings, 20,000 employees in 75 countries and a pro
forma market capitalization of approximately US$6.5 billion.                    

Through this strategic transaction, Havas Advertising acquires four 
outstanding companies -- in advertising, marketing services, direct marketing   
and interactive services -- that will enhance and expand all of its four        
divisions: Campus, Euro RSCG Worldwide, Diversified Agencies Group and Media    
Planning Group. The four companies under the Snyder holding company are Arnold  
Communications, an award-winning advertising agency with a worldwide creative   
reputation; Bounty SCA Worldwide, an innovative, high-growth marketing services 
firm; Brann Worldwide, the global leader in direct marketing; and Circle.com    
(NASDAQ: CIRC), which has interactive capabilities ranging from front-end       
website development to back-end business-to-business and e-commerce systems. The
publicly traded shares of the Circle.com tracking stock will remain outstanding 
and will continue to trade on Nasdaq.                                           

The addition of the Snyder businesses will greatly expand Havas     
Advertising's presence in North America. Havas Advertising's North American     
revenues are expected to double and increase from approximately 30% to 45% of   
total revenues, while each of the Snyder businesses will benefit from Havas     
Advertising's global reach and resources.                                       

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[HAVAS ADVERTISING LOGO]

    Under the terms of the transaction, which has been unanimously voted for
by the Boards of Directors of both companies, Snyder shareholders will receive  
US$29.50 per Snyder share, subject to certain "collar" provisions, in American  
Depositary Receipts representing Havas Advertising common shares. The ADRs will 
be registered with the SEC and listed in the U.S. upon closing of the           
transaction, which is expected by mid-year.                                     

   Havas Advertising expects the transaction to be more than 20% accretive
before synergies to its cash earnings in 2000 on a proforma basis, and          
increasingly accretive in subsequent years.                                     

Alain de Pouzilhac, Chairman and Chief Executive Officer of Havas   
Advertising, said, "We are very excited about this extraordinary opportunity. In
one transforming transaction, we dramatically increase our North American       
presence, build all four of our divisions, increase our global scale and ideally
position ourselves to serve our blue-chip clients around the world."            

   With this transaction, Havas Advertising will become the world's fourth
largest advertising communications group and the most multicultural and         
decentralized global group. As a result of the transaction, Havas Advertising   
will include the largest advertising group in interactive services; the largest 
direct marketing brand worldwide; the second largest marketing services group   
worldwide; the fourth largest advertising network; and the second largest       
worldwide independent media company. Post-acquisition, more than half of Havas  
Advertising's client base will be in the most dynamic sectors of the world      
economy -- telecommunications, technology, financial services, media and        
communications, and healthcare.                                                 

     Mr. de Pouzilhac added, "We do not view this transaction as buying Snyder
-- but instead as acquiring four exceptional companies with expertise and       
capabilities complementary to our own. We have been extremely successful        
executing our strategy to build our four divisions, growing each both           
organically and through acquisition. In the past three years, we have delivered 
revenue growth averaging 29% annually, with 1999 revenues growing even faster at
a 38% rate. This superb transaction accelerates our strategy and enables us to  
reach our growth targets 18 months ahead of schedule -- which we believe will   
create substantial value for our shareholders. We look forward to working with  
the talented new managers joining us from all four businesses to capitalize on  
the tremendous opportunities we have in North America and the rest of the       
world."                                                                         

     Arnold Communications will become the lead agency of the Campus division,
creating a second worldwide creative advertising network to complement Euro RSCG
Worldwide. Bounty SCA Worldwide will operate as part of Euro RSCG Worldwide,    
under the leadership of Chairman and CEO Bob Schmetterer, enhancing Euro RSCG   
with a large and dynamic consumer access and targeting business, and making it  
the world's fourth largest advertising network.                                 

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[HAVAS ADVERTISING LOGO]

The addition of Brann Worldwide and Circle.com will provide new     
capabilities and create critical mass for the Company's Diversified Agencies    
Group under the leadership of Chairman and CEO Jean-Michel Carlo and North      
American Chairman and CEO Patrick Lemarchand. Havas Advertising will also have a
publicly traded internet currency in the Circle.com tracking stock.             

Daniel M. Snyder, Chairman and Chief Executive Officer of Snyder    
Communications, said, "We are excited about this compelling transaction and     
confident that our businesses will flourish under Havas Advertising's ownership.
It is one of the world's leading communications firms, led by an impressive     
management team with a track record of success. Our clients, employees and      
shareholders will become part of a well-run, global firm and benefit from the   
opportunity to share in the tremendous long-term potential of Havas             
Advertising."                                                                   

  The transaction is expected to be tax-free to the shareholders of both
companies. The number of Havas Advertising ADRs to be received by Snyder        
shareholders will be adjusted to produce a value of US$29.50 per Snyder share as
long as Havas Advertising shares trade within a range of 15% above or below a   
price of 580 euros during the 20-trading-day period prior to closing. At the    
midpoint of the range, current Havas Advertising shareholders will own          
approximately 70% of the expanded Havas Advertising and Snyder shareholders     
would own the remaining 30%.                                                    

The transaction is subject to shareholder and antitrust approval and
customary closing conditions. Daniel Snyder and other Snyder insiders who own   
approximately 30% of outstanding Snyder shares and Havas (a Vivendi subsidiary) 
owning 19.7% of Havas Advertising have agreed to vote their shares for the      
transaction. In addition, these same shareholders have agreed to certain lock-up
provisions. The transaction includes a termination fee of $85 million payable in
certain circumstances.                                                          

   J.P. Morgan is acting as financial advisor to Havas Advertising on this
transaction and will act as its U.S. listing agent and depositary bank for      
its ADR program.  Deutsche Bank Alex Brown is acting as financial advisor to    
Snyder.                                                                         

CONTACTS:                                                                       

FRANCE: HAVAS ADVERTISING                                                       
Julie-Emilie Ades 33 1 41 34 30 16                                              
Alain Camon 33 1 41 34 30 51                                                    

U.S.:                                                                           

George Sard/Paul Caminiti/Brandy Bergman                                        
SARD VERBINNEN & CO.                                                            
1 212/687-8080                                                                  

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[HAVAS ADVERTISING LOGO]

FORWARD-LOOKING INFORMATION                                                     

     This news release contains certain "forward-looking statements" about the
proposed merger of Havas Advertising and Snyder. These include statements       
regarding the anticipated closing date of the transaction, anticipated tax      
consequences, and anticipated future operating results. 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 merger, difficulties in integrating the Snyder companies with the Havas     
Advertising divisions, and changes in general economic conditions that may      
adversely affect the businesses in which Havas Advertising and Snyder are       
engaged and changes in the securities markets.                                  

ADDITIONAL INFORMATION                                                          

    Havas Advertising and Snyder 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 PROXY STATEMENT/PROSPECTUS 
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC   
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to      
obtain the documents free of charge at the SEC's website, 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, 00-33-1-41 34 30 00. Documents filed with the   
SEC by Snyder 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.             

     Snyder and its directors, executive officers and certain other members of
Snyder management and employees may be soliciting proxies from Snyder           
shareholders in favor of the merger. Information concerning the participants in 
the proxy solicitation will be set forth in the proxy statement/prospectus when 
it is filed with the Securities and Exchange Commission.                        

*   *   * 

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The following bulletin was sent to Havas Advertising managers                   
on February 21, 2000:                                                           

To all Havas Advertising managers :                                             

I am extremely pleased to inform you that Havas Advertising today officially    
announced the acquisition of the American communications company, Snyder.       

Upon completion of this acquisition, the largest ever in the advertising        
industry, Havas Advertising will rank fourth largest advertising communications 
group worldwide. In strengthening our four divisions, you will appreciate how   
highly strategic this operation is for our group.                               

I invite you to discover the details of this fantastic operation in the press   
release below and encourage you to share this news with all your staff.         

I am very happy and proud of our group and I thank you all for contributing to  
this fine achievement.                                                          

Alain de Pouzilhac                                                              
Chairman and CEO                                                                

*   *   * 

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The following bulletin was sent to Havas Advertising staff                      
on February 21, 2000:                                                           

To all Havas Advertising staff :                                                

I am extremely pleased to inform you that Havas Advertising today officially    
announced the acquisition of the American communications company, Snyder        
Communications.                                                                 

Upon completion of this acquisition, the largest ever in the advertising        
industry, Havas Advertising will rank fourth largest advertising communications 
group worldwide.                                                                

I invite you to discover the details of this fantastic operation in the press   
release below.                                                                  

I would like to take this opportunity to thank all of you for making this       
possible.                                                                       

Alain de Pouzilhac                                                              
Chairman & CEO                                                                  

*   *   * 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed as of:		7/19/00							425
Filed on:		7/18/00							425
		2/23/00		1					425
		2/21/00		1		6
		12/31/99		1					10-K,  11-K
									List all Filings