Filed by Publicis Groupe S.A.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities and Exchange Act of 1934
Subject Company: Bcom3 Group, Inc.
Commission File No. 333-87600
PRESS RELEASE
Contacts at Publicis Groupe SA:
Pierre Benaich, Investor Relations +33 1 4443 6500
Laurence Rey, Corporate Communications +33 1 4443 7010
PUBLICIS GROUPE PERFORMANCE AMONG TOP
IN INDUSTRY WITH 1 Q REVENUES UP 4.6%
PARIS, MAY 14, 2002 -- Publicis Groupe S.A. (Euronext Paris: 13057, NYSE: PUB)
reported consolidated revenues of EUR 576 million to March 31, 2002, an increase
of 4.6% over the EUR 550 million in the same period of 2001.
Restated for constant exchange rates and identical unit reporting, revenues
eased 2.2% in the first quarter. This is one of the best performances of any
major communications group in the first quarter and is particularly impressive
given current market conditions.
o REVENUES BY REGION:
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GROWTH
EUR MILLION ORGANIC GROSS
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Europe 251 - 0.1% + 6.4%
North America 260 - 4.9% + 4%
Asia-Pacific 40 + 3% + 4.4%
Rest of World 25 - 1.7% - 3.8%
Total 576 - 2.2% + 4.6%
Consolidated billings to March 31 came to EUR 4.65 billion, a jump of 30% more
than the EUR 3.58 billion for the same period of 2001. Vigorous growth at the
group's media agencies and the integration of Zenith Media make this figure
relatively less meaningful than in the past, but it nonetheless remains a key
indicator of business activity.
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Maurice Levy, Chairman & CEO of Publicis Groupe SA, commented, "As expected, the
downturn in the fourth quarter of 2001 continued into the first three months of
2002. The market was down significantly compared to last year, as shown by
figures reported by many companies in the sector. In this environment, our
performance is extremely encouraging, with revenues up 4.6% in absolute terms
and a decline of just 2.2% on a comparative basis. Given the marketplace's
limited visibility, and in preparation for our merger with Bcom3, Publicis will
be focusing on carefully managing and further developing our extremely strong
and broad client portfolio and on improving operating margins in order to
achieve the ambitious targets we have set.
The outlook for the year remains very promising, compared with those for most of
our competitors. Administrative and technical steps related to the bcom3 merger
are being implemented, and initial indications lead us to believe that there
will be no major obstacles, except for the time normally required for regulatory
review. Closing will probably take place in August or September.
Publicis continued to expand in Specialized Agencies and Marketing Services
(SAMS) in the first quarter, with acquisitions including:
- Gravitas, a Japanese communications agency specialized in marketing
services and public relations. It will be the platform to launch the
new Publicis Dialog unit, enriching the services we offer in Japan.
- Johnston & Associates, a Washington lobbying firm, representing both
public and private sector clients before the US federal government,
and strengthening the reach of Publicis Consultants.
- Magnesium, a Belgian marketing services agency, boosting our holistic
offering in the market.
- Media Publics (business tourism), Sales Story (relationship marketing)
and ECA 2 (events) giving Publicis Dialog an unparalleled range of
services in France.
New business:
Despite the persistent slowing on world advertising markets that meant a
reduction in new business opportunities, Publicis Groupe SA units won around EUR
130 million in net new accounts over the period. This figure takes into account
the loss in January 2002 of the sizeable Saturn account in the United States.
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Major new accounts include:
PUBLICIS WORLDWIDE : PMU (off-track betting) and AGF insurance in France;
Vivendi Universal Entertainment, RealNetworks and Old National Bankcorp in the
United States; Kia Motors in Canada; Bridgestone/Firestone in Mexico; Prigat
energy snacks/bars and beverages in Israel; Kamis (spices) in Poland; Grupo
Santander (banking) in Portugal; Furnas (electricity) in Brazil.
SAATCHI & SAATCHI WORLDWIDE : international accounts for Chantelle (lingerie),
region of Sicily (Italy), Bulgari perfumes; European account extension for
Tiscali; Dell in China; the Singapore Navy (Singapore); Turner International
(CNN, TNT, Cartoon Network) in Argentina; Visa and Extra supermarkets in Brazil;
account extension for Verizon in Puerto Rico; Playwin Infraves (on-line lottery)
in India; Cadbury chocolates in the United Arab Emirates.
FALLON WORLDWIDE: Speedo in Europe; Bibendum and Noble House in the United
Kingdom; SoBe, Fractal and account extensions for Nuveen, International and
Holiday Inn in the United States.
THE ZENITH OPTIMEDIA GROUP (media buying and consultancy) : Nestle, Maggi and
Frankenbrunnen in Germany; account extensions with AstraZeneca, Allied Domecq
and Georgia-Pacific in the United States; Woolworths and an account extension
with British Airways in the United Kingdom; Pillsbury and Kia Motors in Canada;
Chun Lan, China Mobile and YiBai Pharmaceutical in China; SCV/StarHub in
Singapore; LAE (national lottery) in Spain.
SPECIALIZED AGENCIES AND MARKETING SERVICES (SAMS): Group agencies won a host of
new accounts in this area, including Clorox, ConAgra and Luminarc for Frankel,
and Galderma/Differin, AstraZeneca/Crestor and Reliant for Nelson
Communications.
BOND ISSUE ("OCEANE")
Publicis Groupe SA launched a EUR 690 million issue of bonds convertible into or
exchangeable for new or existing Publicis shares in January 2002, its first
transaction of this type. The aim was to refinance a large portion of group
borrowing, previously essentially short term, and reduce average interest
expense through a particularly attractive rate (yield-to-maturity 2.75%).
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MERGER WITH BCOM3 AND STRATEGIC PARTNERSHIP WITH DENTSU
Strategic developments in the first quarter of 2002 include the acquisition of
Bcom3, the world's seventh largest communications group, and the agreement
signed with Dentsu, no.1 in Japan , the leading market force in Asia (see press
release dated 7 March 2002).
The acquisition places Publicis Groupe SA indisputably in the top rank of the
industry; Publicis will be number four worldwide with revenues of over EUR 4.5
billion. In addition to Publicis Worldwide and Saatchi & Saatchi Worldwide, the
Group will own Leo Burnett, D'Arcy and media agency Starcom MediaVest. The
acquisition significantly strengthens the group's market service offering, while
the agreement with Dentsu will broaden access to the Japanese market.
News of the agreement was extremely well received by employees and clients of
both groups. Closing should take place by September 2002 at the latest.
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PUBLICIS GROUPE SA (Euronext Paris: 13057, NYSE: PUB) is the world's fourth
largest communications group (AdAge ranking, April 2002), with operations in 102
countries around the world.
The Group's activities include advertising, marketing services and specialized
communications, including public relations, corporate and financial
communications, ethnic group communications, healthcare communications. It is
also ranked third worldwide in media consultancy and buying. This comprehensive
range of services is made available to clients through three autonomous
worldwide networks: Publicis Worldwide, Saatchi & Saatchi Worldwide and Fallon
Worldwide, in addition to its two consultancy and media buying networks,
Optimedia and Zenith Media.
Publicis created a new communication concept called the Holistic Difference
which has generated new levels of impact in such campaigns as the euro 2002
Information Campaign for the European Central Bank and the twelve national
central banks of the euro region.
With a staff of 20,592, Publicis Groupe SA reported year 2001 billings of EUR
16.7 billion, revenues of EUR 2.43 billion and a net income of EUR 200 million.
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Forward Looking Information
---------------------------
This document contains certain "forward-looking statements" within the meaning
of the provisions of the United States Private Securities Litigation Reform Act
of 1995. These include statements regarding the anticipated closing date of the
merger 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." The
factors that could cause actual results to differ materially from expected
results include, but are not limited to, the factors set forth in Publicis's and
Bcom3's filings with the Securities and Exchange Commission (SEC), delays in
completing the merger, difficulties in integrating the Bcom3 companies with the
Publicis divisions, changes in general economic conditions that may adversely
affect the businesses in which Publicis and Bcom3 are engaged and changes in the
securities markets. Readers are referred to Publicis's and Bcom3's most recent
reports filed with the SEC.
Additional information
----------------------
Publicis and Bcom3 have filed a proxy statement/prospectus and other relevant
documents concerning the merger with the Securities and Exchange Commission
(SEC). We urge investors to read the proxy statement/prospectus and any other
relevant documents filed and to be filed with the SEC because these documents
contain important information. Investors may obtain the documents free of charge
at the SEC's web site, http://www.sec.gov. In addition, investors may obtain
documents filed with the SEC by Publicis free of charge by directing a request
to Publicis at 133, avenue des Champs Elysees, 75008 Paris, France. Investors
may obtain documents filed with the SEC by Bcom3 free of charge by directing a
request to Bcom3 at 35 West Wacker Drive, Chicago, IL 60601.
Bcom3 and its directors, executive officers and certain other members of Bcom3
management and employees may be soliciting proxies from Bcom3 shareholders in
connection with the merger. Information concerning the participants in the proxy
solicitation is set forth in the Annual Report on Form 10-K of Bcom3 for the
year ended December 31, 2001. Information concerning the participants in the
proxy solicitation is also set forth in the proxy statement/prospectus.