Publicis Groupe S.A. - Share purchases in LBi International N.V.

  Publicis Groupe S.A. - Share purchases in LBi International N.V.

Business Wire

PARIS -- December 12, 2012

Regulatory News:

This is a press release by Publicis Groupe S.A. (Paris:PUB) ("Publicis
Groupe") in accordance with article 13 paragraph 1 of the Dutch Public
Takeover Decree (Besluit openbare biedingen Wft) in connection with the
recommended public offer by Publicis Groupe, through its indirectly wholly
owned subsidiary Publicis Groupe Holdings B.V. (the "Offeror"), for all the
issued and outstanding shares in the capital of LBi International N.V.
("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 published on 12
November 2012 (the "Offer Document"). 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 LBi of such
information.

This press release may not be published, distributed, disseminated or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

With reference to the joint press release made by Publicis Groupe [EURONEXT
Paris: FR0000130577] and LBi [EURONEXT Amsterdam: LBI] on 12 November 2012
relating to the recommended cash public offer by Publicis Groupe to acquire
all outstanding shares of LBi, Publicis Groupe announces that, in the course
of today, Publicis Groupe has acquired 9,228 shares in LBi at a volume
weighted average price of approximately EUR 2.85 per share, a minimum price of
EUR 2.85 and a maximum price of EUR 2.85 per share.

In addition, on 12 November 2012, Janivo as holder of the Share B entered into
a sale and purchase and transfer agreement with the Offeror pursuant to which
it was agreed that the Share B is sold and transferred to the Offeror against
a purchase price of EUR 2.85 equal to the Offer Price, subject to the Offer
being declared unconditional and subject to certain customary conditions. As
part of such transfer in accordance with the articles of association of LBi,
the Share B will convert into an ordinary Share.

Together with the irrevocable undertakings received from certain
shareholders^1, this results in the holdings as set out below:

                                                    % of issued   % on a fully
                                                and          diluted
                                                    outstanding   basis²
                                                    capital
Shares bought on 12/12/12            9,228        0.01%        0.01%
Total Shares owned by Publicis        33,024,472    21.98%        22.61%
Groupe after 12/21/12
Irrevocable undertakings and          94,677,763    63.01%        64.83%
conditional Share B purchase
                                                                  
Total Shares owned, irrevocable      127,702,235  84.99%       87.45%
undertakings and Share B
NOSH:
Issued and outstanding                150,263,199
Fully diluted capital (at EUR 2.85    146,032,535
per share)²
                                                                  

As of today, the total of LBi shares owned by Publicis Groupe, undertakings
received and the Share B represents 87.45% of the fully diluted share capital
of LBi^2.

Notes:

1. As indicated in the joint press release by Publicis Groupe and LBi of 12
November 2012 the irrevocable undertakings are subject to certain customary
undertakings and conditions.

2. Fully diluted capital means: theexpectednumber of issued and
outstandingordinary shares inLBi at the settlement date of the Offer at an
Offer Price of EUR 2.85 after exercise in full of outstanding options
underLBi's GSOP plan and settlement in full of outstanding awards underLBi's
LTIP plan, excluding approximately 5.1 millionordinary shares in LBiexpected
tobe held by LBi ultimately on thesettlement dateof the Offer.

Important information

Restrictions

The Offer is being made in and from the Netherlands with due observance of
such statements, conditions and restrictions as are included in the Offer
Document. The Offeror reserves the right to accept any tender under the Offer,
which is made by or on behalf of a Shareholder, even if it has not been
effected in the manner as set out in the Offer Document.

The distribution of the Offer Document and/or the making of the Offer in
jurisdictions other than the Netherlands may be restricted and/or prohibited
by law. The Offer is not being made, and the Shares will not be accepted for
purchase from or on behalf of any Shareholders, in any jurisdiction in which
the making or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or would require
any registration, approval or filing with any regulatory authority not
expressly contemplated by the terms of the Offer Document. However,
acceptances of the Offer by Shareholders not residing in the Netherlands will
be accepted by the Offeror if such acceptances comply with (i) the acceptance
procedure set out in the Offer Document, and (ii) the applicable laws and
regulations in the jurisdiction from which such acceptances have been made.
Persons obtaining the Offer Document are required to take due notice and
observe all such restrictions and obtain any necessary authorisations,
approvals or consents. Neither the Offeror, Publicis Groupe or LBi, nor any of
their respective affiliates or any of their respective supervisory or managing
directors, employees or advisers accepts any liability for any violation by
any person of any such restriction. Outside of the Netherlands, no actions
have been taken (nor will actions be taken) to make the Offer possible in any
jurisdiction where such actions would be required. In addition, the Offer
Document has not been filed with nor recognised by the authorities of any
jurisdiction other than the Netherlands.

Any person (including, without limitation, custodians, nominees and trustees)
who would or otherwise intends to forward the Offer Document or any related
document to any jurisdiction outside the Netherlands should carefully read
Section 1 (Restrictions) and Section 2 (Important information) of the Offer
Document before taking any action. The release, publication or distribution of
the Offer Document and any documentation regarding the Offer or the making of
the Offer in jurisdictions other than the Netherlands may be restricted by law
and therefore persons into whose possession the Offer Document comes should
inform themselves about and observe such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the law of any such
jurisdiction. Neither the Offeror, Publicis Groupe or LBi, nor any of their
respective affiliates or any of their respective supervisory or managing
directors, employees or advisers accepts any liability for any violation by
any person of any such restriction.

United States of America

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. Financial statements included in the document, if any, have been
prepared in accordance with International Financial Reporting Standards (IFRS)
as adopted by the EU and thus may not be comparable to the financial
statements of United States companies. The Offer will be made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act"), subject
to the exemptions provided by Rule 14d-1(c) under the US Exchange Act and
otherwise in accordance with the requirements of the Merger Rules.
Accordingly, the Offer will be subject to disclosure and procedural
requirements that are different from those applicable under United States
domestic tender offer procedures and law.

It may be difficult for Shareholders to enforce their rights and claims
arising under the federal securities laws, since the Offeror and LBi are
located in a country other than the United States, and some or all of their
officers and directors may be residents of a country other than the United
States. Shareholders may not be able to sue a non-US company or its officers
or directors in a non-US court for violations of US securities laws. It may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgments.

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.

Each United States shareholder of LBi is urged to consult with its independent
professional adviser regarding the acceptance of the Offer including, without
limitation, to consider the tax consequences associated with such
shareholder's election to participate in the Offer.

The Offer Document has not been submitted to or reviewed by the United States
Securities and Exchange Commission ("SEC") or any state securities commission.
Neither the SEC nor any such state securities commission has approved or
disapproved of the Offer, passed upon the fairness or merits of the Offer, or
passed upon the adequacy or accuracy of the disclosure contained in the Offer
Document. Any representation to the contrary is a criminal offence in the
United States of America.

Canada and Japan

The Offer and any solicitation in respect thereof is not being made, directly
or indirectly, in or into Canada or Japan, or by use of the mailing systems,
or by any means or instrumentality of interstate or foreign commerce, or any
facilities of a national securities exchange, of Canada or Japan. This
includes, but is not limited to, post, facsimile transmission, telex or any
other electronic form of transmission and telephone. Accordingly, copies of
the Offer Document and any related press announcements, acceptance forms and
other documents are not being sent and must not be mailed or otherwise
distributed or sent in, into or from Canada or Japan or, in their capacities
as such, to custodians, nominees or trustees holding Shares for persons
residing in Canada or Japan. Persons receiving the Offer Document and/or such
other documents must not distribute or send them in, into or from Canada or
Japan, or use such mailing systems or any such means, instrumentality or
facilities for any purpose in connection with the Offer; so doing will
invalidate any purported acceptance of the Offer. The Offeror will not accept
any tender by any such use, means, instrumentality or facility from within
Canada or Japan.

Tender and transfer of Shares constitutes a representation and warranty that
the person tendering the Shares (i) has not received or sent copies of the
Offer Document or any related documents in, into or from Canada or Japan and
(ii) has not otherwise utilised in connection with the Offer, directly or
indirectly, the mailing systems or any means or instrumentality including,
without limitation, facsimile transmission, telex and telephone of interstate
or foreign commerce, or any facility of a national securities exchange of,
Canada or Japan. The Offeror reserves the right to refuse to accept any
purported acceptance that does not comply with the foregoing restrictions, any
such purported acceptance will be null, void and without effect.

Forward looking statements

This announcement and the Offer Document include "forward-looking statements"
including statements about the expected timing and completion of the Offer.
Forward-looking statements involve known or unknown risk and uncertainty
because these statements relate to events and depend on circumstances that may
occur in the future. Generally, words such as "may", "should", "aim", "will",
"expect", "intend", "estimate", "anticipate", "believe", "plan", "seek",
"continue" or similar expressions identify forward-looking statements. Each of
the Offeror, Publicis Groupe and LBi, and any of their respective affiliates,
each with respect to the statements it has provided, believes the expectations
reflected in such forward-looking statements are based on reasonable
assumptions. Nevertheless, no assurance can be given that such statements will
be fulfilled or prove to be correct, and no representations are made as to the
future accuracy and completeness of such statements. Any such forward-looking
statements must be considered together with the fact that actual events or
results may vary materially from such forward-looking statements due to, among
other things, political, economic or legal changes in the markets and
environments in which the Offeror, Publicis Groupe and/or LBi does business,
to competitive developments or risks inherent to the Offeror's, Publicis
Groupe's or LBi's business plans and to uncertainties, risk and volatility in
financial markets and other factors affecting the Offeror, Publicis Groupe
and/or LBi.

The Offeror, Publicis Groupe and LBi undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable laws
and regulations or by any competent regulatory authority.

About Publicis Groupe

Publicis Groupe [Euronext Paris FR0000130577, part of the CAC 40 index] is the
third largest communications group in the world, offering the full range of
services and skills: digital and traditional advertising, public affairs and
events, media buying and specialized communication. Its major networks are Leo
Burnett, MSLGROUP, PHCG (Publicis Healthcare Communications Group), Publicis
Worldwide, Rosetta and Saatchi & Saatchi. VivaKi, the Groupe's media and
digital accelerator, includes Digitas, Razorfish, Starcom MediaVest Group and
ZenithOptimedia. Present in 104 countries, the Groupe employs 56,000
professionals.

www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook:
www.facebook.com/publicisgroupe

About LBi

LBi International N.V. [NYSE Euronext Amsterdam: LBI] is Europe’s largest
independent marketing and technology agency, blending insight, media,
creativity and technical expertise to create value for brands. Headquartered
in Amsterdam (the Netherlands), the company has operations in 16 countries and
a staff of approximately 2,200. As a marketing and technology agency, LBi
offers services to brands and (clients) to help them engage with their
customers through digital channels across a wide spectrum of their points of
engagement, from initial awareness of the brand, through direct interaction
with the services or products offered by the brand, to on-going relationships
with the brand.

LBi offers a suite of services that are designed to help its clients attract,
engage and manage customers, more effectively. This full service offering
combines analytical, direct marketing and digital competences, which means
that they are able to develop big creative ideas in the digital space, build
and manage complex transactional websites, run complex CRM programmes and even
handle the media buying, planning and electronic public relations for blue
chip companies.

www.lbi.com

Contact:

Publicis Groupe
Peggy Nahmany, + 33 (0)1 44 43 72 83
Corporate Communication
Martine Hue, + 33 (0)1 44 43 65 00
Investor Relations
Stephanie Atellian, + 33 (0)1 44 43 74 44
Investor Relations
 
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