PUBLICIS AND Bcom3 AGREE TO MERGE
This morning, Bcom3, Publicis and Dentsu announced our collective intention to form what will become one of the largest communications organizations in the world. This transaction involves an increased investment by Dentsu in Bcom3, the subsequent merger of Bcom3 with Publicis, and an exclusive alliance between Publicis and Dentsu.
For those of you who are not familiar with Publicis, it is a global marketing communications company headquartered in Paris. The Groupe encompasses such advertising brands as Saatchi, Fallon, Hal Riney, Publicis; media groups Zenith and Optimedia; marketing communications specialist Frankel; and healthcare communications agency Nelson. Bcom3's powerful agencies will join this impressive group once regulators, Bcom3's shareholders and Publicis' shareholders approve the transaction.
The new Publicis launches with current year revenue of approximately $4.5 billion generated by 38,000 people worldwide. Following this merger, the new Publicis will become a powerful communications force in North and South America, Europe, the Middle East, Africa and Asia Pacific. The organization's full-service media capabilities will be the largest in the world.
At the helm of the new Publicis will be Maurice Levy, who will continue as Publicis Groupe S.A.'s Chief Executive Officer. I will become President & Chief Operating Officer and will continue to reside in Chicago and New York.
The new organization will operate much like Bcom3, with agency brands and media companies operating as separate units within the new Publicis structure.
As you know, when we formed Bcom3 more than two years ago we intended to take it public as a means toward our goal of insuring our long-term competitiveness as a marketing communications organization. At the time, we believed that was the best way to secure our future. As we moved ahead with this plan and evaluated all options, including an IPO, our Board of Directors unanimously concluded that this agreement with Publicis would be the best way forward and in the very best interests of employees, shareholders and clients.
As a shareholder, you will need to understand the details of the financial transaction. Press releases issued today in Tokyo and Paris state that the
merger consideration is US$3 billion. Knowing this organization as I do, I
am certain that many of you immediately rushed to your calculators and are busily doing the division to attempt to figure out share price. While I won't question your math, I do want to point out that the result of your calculations most likely won't reflect the true value of each of the components of this deal. It's just too soon to jump to conclusions.
The consideration for this transaction will be paid with a combination of cash and equity-based Publicis Groupe Securities. The structure of the consideration was designed to provide shareholders with short, medium- and long-term returns, while at the same time aligning the objectives of the new company with the interests of all of its shareholders.
Please be patient. We know that you will have many questions about the specific terms of the transaction and the implications for our shareholders. As soon as the fine print is finalized, we will provide you with all the details in a shareholder prospectus. I expect that it will be sent to you in a few weeks time. We will also schedule meetings to provide you with more information and give you the opportunity to ask questions prior to the shareholders' vote.
In the meantime, the best way to influence positive share value is to remain focused on building our clients' brands, creating brilliant work, and growing our business. If we allow ourselves to be distracted from that goal, we not only fail our primary purpose, we also negatively impact the potential value of our new company.
This new organization is going to provide us with the resources and ability to do even better work for our clients in the future. I believe you will be proud to be part of it.
Separately, the timing of this announcement falls within the timeframe of the annual Bcom3 dividend distribution. Not related to today's transaction, you will be receiving a dividend in the amount of $.25 (25 cents) per share from the company. This dividend is payable to all shareholders of record on outstanding shares of Common Stock as of February 18, 2002. The checks-which recognize your investment in our company and your commitment to our success-will be sent to you next week.