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2014-04-23

Publicis Groupe : Press Release

PRECISION

From a legal standpoint, as indicated at the time of the announcement of the
merger of equals between Publicis Groupe and Omnicom Group, the legal
domicile of the new group is to be in the Netherlands. This choice was made
in order to find a neutral ground given the countries of origin of both
groups (France for Publicis Groupe and the United States for Omnicom Group).
The new company, Publicis Omnicom Group, is already registered in the
Netherlands.

From a tax standpoint, the taxable basis for French operations will remain
unchanged, and the benefits realized in France continue to be taxed in that
country. However, in order for the merger to benefit from the deferred tax
regime provided under tax rules, French tax authorities must provide a tax
ruling on the merger. The process undertaken in France is not an exception,
but rather, is standard in this type of merger. Accordingly, a request for a
ruling has been made to French authorities. This tax ruling is a condition to
the merger under the business combination agreement.

The business combination agreement also provides that the new company will
take all actions necessary to establish and maintain its residence, for
taxation purposes, in the UK. We are confident that this will be the case.

The antitrust process in China is ongoing, and we have no indication that
approval will not be obtained within a reasonable time period.

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|About Publicis Groupe |
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|Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is one of the world's |
|leading communications groups. The Groupe offers a full range of services and |
|skills: digital (DigitasLBi, Razorfish, Rosetta, VivaKi), advertising (BBH, |
|Leo Burnett, Publicis Worldwide, Saatchi&Saatchi), public affairs, corporate |
|communications and events (MSLGROUP), media strategy, planning and buying |
|(Starcom MediaVest Group and ZenithOptimedia), healthcare communications, |
|with Publicis Healthcare Communications Group (PHCG), and finally, brand |
|asset production with Prodigious. Present in 108 countries, the Groupe |
|employs 62,000 professionals. |
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|www.publicisgroupe.com | Twitter: @PublicisGroupe | |
|Facebook:www.facebook.com/publicisgroupe| LinkedIn: Publicis Groupe | |
|http://www.youtube.com/user/PublicisGroupe |Viva la Difference ! |
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|Contacts |
|Publicis Groupe |
|Peggy Nahmany Corporate Communications + 33 (0)1 44 43 72 83 |
|Martine Hue Investor Relations + 33 (0)1 44 43 65 00 |
|Stéphanie Constand Investor Relations + 33 (0)1 44 43 74 44 |
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This presentation contains forward-looking statements. The use of the words
"aim(s)," "expect(s)," "feel(s)," "will," "may," "believe(s),"
"anticipate(s)" and similar expressions in this presentation are intended to
identify those statements as forward-looking. Forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
presentation. Other than as required by applicable securities laws, Publicis
Groupe undertakes no obligation to publish revised forward-looking statements
to reflect events or circumstances after the date of this presentation or to
reflect the occurrence of unanticipated events. Publicis Groupe urges you to
review and consider carefully the various disclosures it has made concerning
the factors that may affect its business, including the disclosures made
under the caption "Risk Factors" in the 2011 Registration Document filed with
the French financial markets authority (AMF).

Forward looking statements

This communication contains forward-looking statements (including within the
meaning of the Private Securities Litigation Reform Act of 1995) concerning
Omnicom Group, Publicis Groupe, Publicis Omnicom Group, the proposed
transactions and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current beliefs of
the management of Omnicom Group and Publicis Groupe as well as assumptions
made by, and information currently available to, such management.
Forward-looking statements may be accompanied by words such as "aim,"
"anticipate," "believe," "plan," "could," "would," "should," "estimate,"
"expect," "forecast," "future," "guidance," "intend," "may," "will,"
"possible," "potential," "predict," "project" or similar words, phrases or
expressions. These forward-looking statements are subject to various risks
and uncertainties, many of which are outside the parties' control. Therefore,
you should not place undue reliance on such statements. Factors that could
cause actual results to differ materially from those in the forward-looking
statements include failure to obtain applicable regulatory or shareholder
approvals in a timely manner or otherwise; failure to satisfy other closing
conditions to the proposed transactions; risks that the new businesses will
not be integrated successfully or that the combined companies will not
realize estimated cost savings, value of certain tax assets, synergies and
growth or that such benefits may take longer to realize than expected;
failure to realize anticipated benefits of the combined operations; risks
relating to unanticipated costs of integration; losses on media purchases and
production costs incurred on behalf of clients; reductions in client
spending, a slowdown in client payments and changes in client communication
requirements; failure to manage potential conflicts of interest between or
among clients; unanticipated changes relating to competitive factors in the
advertising and marketing industries; ability to hire and retain key
personnel; ability to successfully integrate the companies' businesses; the
potential impact of announcement or consummation of the proposed transactions
on relationships with third parties, including clients, employees and
competitors; ability to attract new clients and retain existing clients in
the manner anticipated; reliance on and integration of information technology
systems; changes in legislation or governmental regulations affecting the
companies; international, national or local economic, social or political
conditions that could adversely affect the companies or their clients;
conditions in the credit markets; risks associated with assumptions the
parties make in connection with the parties' critical accounting estimates
and legal proceedings; and the parties' international operations, which are
subject to the risks of currency fluctuations and foreign exchange controls.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties that
affect the parties' businesses, including those described in Omnicom Group's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other documents filed from time to time with the Securities
and Exchange Commission (the "SEC") and those described in Publicis Groupe's
annual reports, registration documents and other documents filed from time to
time with the French financial market regulator (Autorité des Marchés
Financiers or "AMF"). Except as required under applicable law, the parties do
not assume any obligation to update these forward-looking statements.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction pursuant to the proposed transactions or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, and applicable European
regulations. Subject to certain exceptions to be approved by the relevant
regulators or certain facts to be ascertained, the public offer will not be
made directly or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of the
mails or by any means or instrumentality (including without limitation,
facsimile transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any such
jurisdiction.

Important Additional Information Will be Filed with the SEC

Publicis Omnicom Group will file with the SEC a registration statement on Form
S-4, which will include the proxy statement of Omnicom that also constitutes
a prospectus of Publicis Omnicom Group (the "proxy statement/prospectus").
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT OMNICOM GROUP, PUBLICIS GROUPE, Publicis
Omnicom Group, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by the parties
through the website maintained by the SEC at
www.sec.gov
. In addition, investors and shareholders will be able to obtain free copies
of the proxy ...

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