Regulatory News:
Not for release in or into the United States of America. The offer is not being made, directly orindirectly, in or into, or by use of mails of, or by any means or instrumentality (including, withoutlimitation, facsimile transmission, telex, telephone, e-mail and other forms of electronictransmission) of interstate or foreign commerce of, or any facility or a national securities exchangeof, the United States of America and the offer cannot be accepted by such use, means orinstrumentality from or within the United States of America. No persons in the United States ofAmerica will be permitted to accept the offer. Neither this announcement nor the offer document maybe distributed or sent in, into or from the United States of America, and doing so may render invalidany purported acceptance.
Publicis Groupe S.A. (Paris:PUB)(EURONEXT PARIS: FR0000130577) will publish the offer document for its public tender offer for all outstanding shares of Pixelpark AG ("Pixelpark") tomorrow, February 14, 2012.
Beginning tomorrow, February 14, 2012, Pixelpark shareholders may accept Publicis Groupe's offer to acquire their no-par value bearer shares against a cash payment of EUR 1.70, by written declaration to their custodian bank. The acceptance period ends at 24:00 hours on March 7, 2012.
On January 26, 2012, Publicis Groupe announced its intention to launch a public tender offer for all outstanding shares of Pixelpark through its wholly-owned subsidiary MMS Germany Holdings GmbH ("MMS"). The offer price of EUR 1.70 per share represents a premium of approximately 28% above the estimated weighted average stock exchange price of Pixelpark shares (EUR 1.33) during the last three months prior to January 20, 2012.
Publicis Groupe's public tender offer has the full support of the Management Board and the Supervisory Board of Pixelpark. The world's third largest communications group, Publicis Groupe has declared that it plans to integrate Pixelpark into its Publicis Worldwide network, further reinforcing its digital expertise in the German market.
As of January 26, 2012, shareholders of Pixelpark have committed to sell Pixelpark shares to MMS corresponding to 56.51% of the registered share capital and of the voting rights in Pixelpark. In addition, as of today, February 13, 2012 at 15:30 hrs CET, MMS already holds 1.08% of the registered share capital and of the voting rights in Pixelpark.
The offer is conditional, inter alia, on the acquisition by MMS of at least 75% of Pixelpark's current registered share capital. Additionally, MMS' acquisition of a majority of Pixelpark shares must be approved by the German Federal Cartel Office.
For further details relating to the terms and conditions of the tender offer, please refer to the offer document, which will be available from tomorrow, February 14, 2012, on the Internet at www.publicis-pixelpark.com. In addition, upon request, free copies of the offer document will be available for the shareholders of Pixelpark at Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main (Fax +49-(0)69-91038794, E-mail: dct.tender-offers@db.com).
Deutsche Bank AG (Taunusanlage 12, 60325 Frankfurt am Main, Germany) acts as central settlement agent for this public tender offer.
Important information
This announcement contains forward-looking statements. Forward-looking statements are statements that donot describe past facts, but also such statements regarding assumptions and expectations as well as theunderlying assumptions. These statements are based on the planning, estimates and forecasts currentlyavailable to the management of Publicis Groupe S.A. Forward-looking statements are thus only related to thedate on which they are made. No obligation will be assumed to revise such statements in light of newinformation or future events. Forward-looking statements harbor risks and uncertainties by nature. A number ofimportant factors may lead to the fact that actual results differ substantially from such forward-lookingstatements.This announcement is neither an offer to purchase nor a solicitation to offer to sell shares in Pixelpark. Theterms of the offer and its acceptance will be based exclusively on the offer document which is available on theInternet under www.publicis-pixelpark.com. As the offer as well as all other related documents will containimportant information, holders of shares in Pixelpark are strongly advised to read these documents as soon asthey will have been published.As the shares in Pixelpark AG are exclusively listed on the Entry Standard of the Open Market (Freiverkehr) ofthe Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the provisions of the German SecuritiesAcquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz: WpÜG) and the regulations issued inconnection therewith do not apply to the offer, the offer document and all associated declarations, notices andlegal acts.
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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 about 50,000 professionals.
Web: www.publicisgroupe.com
| Twitter:@PublicisGroupe | Facebook: www.facebook.com/publicisgroupe
About Pixelpark
Pixelpark is Germany's largest independent
interactive service provider. With the brands Yellow Tomato, Elephant
Seven and Pixelpark we have developed creative and value-enhancing
communication and eBusiness solutions for about 20 years. About 370
employees in Berlin, Hamburg, Cologne, Bielefeld, Barcelona and Zurich
are proud to be working for clients such as Adidas, Allianz, the
Bundesministerium der Finanzen (BMF), the Bundesministerium für
Wirtschaft und Technologie (BMWi), Boehringer Ingelheim, Coca- Cola,
Daimler AG, Deutsche Post DHL, Drägerwerk AG & Co. KGaA, Energie
Baden-Württemberg AG (EnBW), Deutsche Lufthansa AG, Mercedes-Benz,
Montblanc, Reifen Center GmbH, RTL, Sparkasse, WGZ BANK, Zweites
Deutsche Fernsehen (ZDF) and many more. www.pixelpark.com
The information contained in this announcement is not for publication or distribution into or in the United States of America, Canada, Australia or Japan and does not constitute an offer to purchase securities in the United States of America, Canada, Australia or Japan.
Contacts:
Publicis Groupe
Investor Relations
Martine Hue, +
33 (0)1 44 43 65 00
or
Corporate Communication
Peggy
Nahmany, + 33 (0)1 44 43 72 83
