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 Exchange Act of 1934
Subject Company: Publicis Groupe S.A.; Omnicom Group Inc.
Filer’s SEC File No.: 001-14736
Date: April 17, 2014
PUBLICIS GROUPE
Q1 2014
PUBLICIS GROUPE
DISCLAIMER
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 2013 Registration Document filed with the French financial markets authority (AMF).
2
PUBLICIS GROUPE
REVENUE Q1 2014
• Sequential improvement in Q1 2014 vs. Q4 2013
• Group: +3.3% in Q1 2014 vs. +0.7% in Q4 2013
• Europe*: +2.1% in Q1 2014 vs. +0.1% in Q4 2013
• China: +0.2% in Q1 2014 vs. -10.8% in Q4 2013
• Digital continues to post double-digit growth: +10.4%
• Healthcare returns to solid double digit growth
• Margin: Continuous Improvement in Q1 2014
* Europe excluding Russia and Turkey
3
PUBLICIS GROUPE
REVENUE Q1 2014
Revenue (EUR million)
2014 1,597 Organic Growth +3.3%
2013 1,563
• Revenue increase vs. 2013 : +2.2%
• Forex Impact: -4.2%
• At constant exchange rate: +6.8%
4
PUBLICIS GROUPE
REVENUE Q1 2014 BY GEOGRAPHY
(EUR million) Q1 2014 Q1 2013 Var. 2014 vs 2013 Q1 2014 Organic Growth
Europe (*) 474 442 +7.2% +2.1%
North America 795 776 +2.4% +4.3%
BRIC + MISSAT (**) 190 201 -5.5% +0.5%
RoW 138 144 -4.2% +5.1%
Total 1,597 1,563 +2.2% +3.3%
* Europe excluding Russia and Turkey
** MISSAT includes Mexico, Indonesia, Singapore, South Africa, Turkey – Bric-Missat Organic Growth in Q4 2013: -5,9%
5
PUBLICIS GROUPE
GROWTH BY COUNTRY
Organic Growth Q1 2014
> 5 % Arab Emirates, Argentina, Australia, Chile, Colombia, Germany, Italy, Poland, Russia, Singapore, Saudi Arabia, Thailand, Turkey
From 0 to 5% Brazil, Canada, France, Greater China, Japan, Spain, Sweden, USA
< 0% Greece, India, Israel, Mexico, Norway, South Africa, UK, Venezuela
6
PUBLICIS GROUPE
Focus on Europe
• France: Positive in Q1 2014, after 2 years of slowdown
• Germany: Healthy Growth
• Spain/Italy: Positive signs
• UK: Lower incentives in the FMCG sector Phasing issue in Media buying Growth expected in Q2 2014
7
PUBLICIS GROUPE
REVENUE IN USD
(USD million) Q1 2014 Q1 2013
2,187 2,063 +6.0%
8
PUBLICIS GROUPE
DIGITAL
Q1 2014 Q1 2013
% of Grouprevenue 40.9% 36.9%
EUR million €653 M €576 M
Organic Growth +10.4%
9
PUBLICIS GROUPE
FAST GROWING MARKETS
Q1 2014 Q1 2013
% of Group revenue 22.2% 23.6%
EUR million €354 M €369 M
Organic Growth +2.8%
Forex : -40 M€ ; -11.3%
LBi acquisition: geographic footprint mainly in mature markets
10
PUBLICIS GROUPE
ORGANIC GROWTH BY REGION AND ACTIVITY
EUROPE* NORTH AMERICA BRIC + MISSAT** ROW TOTAL
DIGITAL +10.2% +8.3% +30.1% +30.8% +10.4%
ANALOG -1.2% 0.0% -3.3% 0.0% -0.9%
Total +2.2% +4.3% +0.5% +5.1% +3.3%
* Europe excluding Russia and Turkey
** MISSAT includes Mexico, Indonesia, Singapore, South Africa, Turkey
11
PUBLICIS GROUPE
NET DEBT
Q1 2013 Q1 2014
300 Cash
29
380
Average Net Debt in €m
Net Debt in €m (March 31)
847
12
PUBLICIS GROUPE
GROSS DEBT AT 31 MARCH 2014
Split by MATURITY
(EUR million) Total Apr 2014 Apr 2015 Apr 2016 Apr 2017 Apr 2018
- Mar 2015 - Mar 2016 - Mar 2017 - Mar 2018 onwards
Eurobond 2015 260 260
Oranes 41 41
Earn out / Buy out 354 213 82 38 18 3
Other debt* 135 34 23 78
Total gross debt 790 548 105 38 18 81
No Covenants
Robust Balance Sheet
* Including fair value of associated derivatives
13
PUBLICIS GROUPE
LIQUIDITY AT 31 MARCH 2014
(EUR million) Total Drawn Available Available as of March 31, 2013
Committed Facilities
364-day revolving credit facilities 205 - 205 85
5-year revolving credit facility* 504 - 504 509
5-year syndicated facility (Club Deal) ** 1,200 - 1,200 1,200
Total Committed Facilities 1,909 - 1,909 1,794
Cash and Marketable Securities 761 - 761 613
Total Liquidity 2,670 - 2,670 2,407
Group other uncommitted facilities 223 6 217 142
* 400m€ maturing 2018, 54m€ maturing 2017, 50m€ maturing 2014
** Maturing 2016
14
PUBLICIS GROUPE
MERGER UPDATE
PUBLICIS GROUPE
MERGER UPDATE
• Anti-trust
Clearance obtained in the US, Europe and 12 countries around the world
Anti-trust clearance still under review in China
• Other key regulatory authorizations to be obtained before closing
French tax agreement
S4 to be filed (SEC)
European Prospectus to be submitted to the AFM
• Planning and preparing the integration
More than 70 work streams (Cross-selling, Digital, Shared Services, Talent…)
16
PUBLICIS GROUPE
OUTLOOK
PUBLICIS GROUPE
ZENITHOPTIMEDIA FORECASTS
2014 Forecast* as of April 2014
Worldwide (Media) +5.5%
United States +4.9%
Japan +1.9%
Eurozone including +0.7%
Germany +1.5%
France +0.3%
Italy -3.7%
Spain +2.0%
United Kingdom +5.8%
China +11.6%
Brazil +9.2%
Ad Agencies Revenue ≈ 3.5%
Growth Estimate
* ZenithOptimedia Major Media Ad Forecasts for 2014 current prices (%)
18
PUBLICIS GROUPE
OBJECTIVES 2014
SUCCESSFULLY COMPLETE THE PUBLICIS - OMNICOM
MERGER
ACCELERATE INTERNAL 2018 PLAN
AS STAND ALONE
19
PUBLICIS GROUPE
ORGANIC GROWTH OBJECTIVES 2014
• FY 2014 Organic Growth ³ 4%
Q2 unfavorable comps
H2 > H1
Mid single digit growth in China
Strong growth in digital
20
PUBLICIS GROUPE
Q&A
PUBLICIS GROUPE
APPENDIX
PUBLICIS GROUPE
SPLIT OF REVENUE BY SECTOR
• Digital vs. Analog
28% 59% 45% 40% 40% 60% 46%
+400bp +700bp +700bp +600bp +300bp -100bp +700bp
72% 41% 55% 60% 60% 40% 54%
FMCG TMT AUTOMOTIVE RETAIL HEALTHCARE FINANCIAL LEISURE/ENERGY/LUXURY
Analog Digital
Based on 2,047 clients representing 83% of Group revenue
23
PUBLICIS GROUPE
REVENUE & ORGANIC GROWTH
Calculation – Q1 2014
(EUR million) Q1
2013 Revenue 1,563
Currency impact (67)
2013 Revenue at 2014 exchange rate (a) 1,496
2014 Revenue before impact of acquisitions (1) (b) 1,545
Revenue from acquisitions (1) 52
2014 Revenue 1,597
Currency impact (EUR million)
(EUR million) Q1
GBP 4
USD (27)
Other (44)
Total (67)
Organic growth (b/a) +3.3%
(1) Acquisitions (Webformance Saint Brieuc, Indigo, Flip, King Harvests, UBS, Pixelpark, Longtuo, BBR, BBH, Neogama, CNC, Webformance Bordeaux, AR Media, Arachnid, Resultrix, Webformance Spain, Diplomatic Cover, Grita, Istrat, Outside Line, Bromley, Monterosa, Rokkan, LBi, Blue Parrot, Market Gate, Taterka, Convonix, Netalk, Neev, BosZ, Espalhe, Engauge, Poke, TPM, ZO Romania, Jana, Interactive Solutions, ETO, Heartbeat, Verilogue, Synergize, Walker Media, Beehive, Prima, ZO South Africa, Lighthouse, Polarix, Owen Kessel, Qorvis, M&K India, Hawkeye) nettes de cessions
2014: 1 EUR = 1.370 USD
2013: 1 EUR = 1.320 USD
1 EUR = 0.828 GBP
1 EUR = 0.852 GBP
24
PUBLICIS GROUPE
GROSS DEBT AT 31 MARCH 2014
• Split by CURRENCY
(EUR million) Total EURO USD GBP Others
Eurobond 2015 260 260
Oranes 41 41
Earn out / Buy out 354 31 76 41 206
Other debt* 135 1 78 (2) 58
Total gross debt 790 333 154 39 264
Cash & marketable securities** (761) (700) 517 (23) (555)
Net debt (cash) 29 (367) 671 16 (291)
* Including fair values of associated derivatives
** After effect of currency swaps
25
PUBLICIS GROUPE
NET DEBT AT 31 MARCH 2014
• Split by RATE
(EUR million) Total Earn-out / Buy-out Fixed rate Variable rate
Eurobond 2015 260 260
Oranes 41 41
Other debt* 135 78 57
Total gross debt excluding earn out/buy out 436 379 57
Earn out / Buy out 354 354
Cash & marketable securities (761) (761)
Net debt (cash) 29 354 379 (704)
* Including fair values of associated derivatives
26
PUBLICIS GROUPE
Q1 2014 - REVENUE BY ACTIVITY
Media 15% 17% in 2013
Digital 41% 37% in 2013
SAMS 15% 17% in 2013
Advertising 29% 29% in 2013
27
PUBLICIS GROUPE
REVENUE BY SECTOR
Q1 2014
3% 4% 6% 11% 14% 14% 15% 33%
FMCG
TMT
Healthcare
Automotive
Financial
Leisure/Energy/Luxury
Retail
Other
Q1 2013
5% 4% 5% 11% 13% 12% 16% 34%
Based on 2,047 clients representing 83% of Group revenue
28
PUBLICIS GROUPE
REVENUE BY GEOGRAPHY IN USD - 2014
(USD million) Q1 2014 Q1 2013 Var. 2014/2013
Europe (*) 649 584 +11.1%
North America 1,089 1,024 +6.3%
BRIC + MISSAT (**) 260 265 -1.9%
RoW 189 190 -0.5%
Total 2,187 2,063 +6.0%
* Europe excluding Russia and Turkey
** MISSAT includes Mexico, Indonesia, Singapore, South Africa, Turkey
All entities translated into US dollars using the following average exchange rates: 2014: 1 USD = 0.730 EUR
2013: 1 USD = 0.758 EUR
29
PUBLICIS GROUPE
REVENUE BY GEOGRAPHY - Q1 2014 - Old split
(EUR million) Q1 2014 Q1 2013 Q1 organic growth Q1 2014 vs. Q1 2013
Europe 494 464 +2.5% +6.5%
North America 795 776 +4.3% +2.4%
Asia Pacific 177 183 +0.4% -3.3%
Latin America 92 101 +5.0% -8.9%
Middle East Africa 39 39 +1.6% -
Total
1,597
1,563
+3.3%
+2.2%
30
PUBLICIS GROUPE
SAFE HARBOR STATEMENT
Forward-Looking Statements
This presentation 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 presentation 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 statement/prospectus and other documents filed with the SEC by the parties by contacting Corporate Secretary, Omnicom Group Inc., 437 Madison Avenue, New York, NY 10022, +1 (212) 415-3600 (for documents filed with the SEC by Omnicom Group) or Investor Relations, 133 avenue des Champs-Elysées, 75008 Paris, France, +33 (0) 1 44 43 65 00 (for documents filed with the SEC by Publicis Groupe or Publicis Omnicom Group).
31
PUBLICIS GROUPE
SAFE HARBOR STATEMENT
Important Additional Information Will be Made Available in an AFM Approved Prospectus
Publicis Omnicom Group will make publicly available a prospectus, approved by the Dutch financial markets regulator (Stichting Autoriteit Financiële Markten or “AFM”), with respect to the issuance of new shares as a result of the proposed transactions and their admission to trading on a regulated market in the European Union (including any supplement thereto, the “Admission Prospectus”). The Admission Prospectus will be passported by the AFM to the AMF with a view to the admission of Publicis Omnicom Group shares to listing on Euronext Paris. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE ADMISSION PROSPECTUS, AND OTHER RELEVANT DOCUMENTS, IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PUBLICIS GROUPE, OMNICOM GROUP, PUBLICIS OMNICOM GROUP THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Admission Prospectus from Publicis Omnicom Group on Publicis Groupe’s website at www.publicisgroupe.com or by contacting Investor Relations, 133 avenue des Champs-Elysées, 75008 Paris, France, +33 (0) 1 44 43 65 00.
Important Additional Information for Publicis Groupe Shareholders
Publicis Groupe will prepare a report to be made available in connection with the Publicis Groupe meeting of shareholders called to approve the proposed transactions (the “Report”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REPORT, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE AMF, IN THEIR ENTIRETY CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PUBLICIS GROUPE, OMNICOM GROUP, PUBLICIS OMNICOM GROUP, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Report from Publicis Groupe on its website at www.publicisgroupe.com or by contacting Investor Relations, 133 avenue des Champs-Elysées, 75008 Paris, France, +33 (0) 1 44 43 65 00.
No EEA Prospectus until Admission Prospectus
No prospectus is required under the European Economic Area Prospectus Directive 2003/71/EC, as amended and as transposed in Dutch and French law, and no such prospectus or document will be made available until the Admission Prospectus is made available.
Participants in the Solicitation
Omnicom Group, Publicis Groupe and Publicis Omnicom Group and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Omnicom Group in respect of the proposed transactions contemplated by the proxy statement/prospectus. Information regarding the persons who are under the rules of the SEC, participants in the solicitation of the shareholders of Omnicom in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding Omnicom Group’s directors and executive officers is contained in Omnicom Group’s Annual Report on Form 10-K for the year ended December 31, 2012 and its Proxy Statement on Schedule 14A, dated April 11, 2013, which are filed with the SEC.
Non-GAAP Financial Measures
This presentation contains estimated financial information that is unaudited and not presented in accordance with US Generally Accepted Accounting Principles (GAAP). Such information includes financial information relating to Publicis Groupe S.A. presented in accordance with International Financial Reporting Standards (IFRS); information relating to the combined financial data presented with the side-by-side financials; estimated efficiencies and run-rate savings; estimated synergies and efficiencies; and adjusted earnings per share, which excludes non-cash amortization of intangible assets. This information has been provided on a forward-looking basis pursuant to an exception for non-GAAP financial measures included in disclosures relating to a proposed business combination transaction, the entity resulting from the business combination transaction or an entity that is a party to the business combination transaction where the communication containing such disclosure is subject to the US Securities and Exchange Commission’s rules relating to communications applicable to business combination transactions. Investors should not place undue reliance on these measures and should carefully review the risks and uncertainties described in the cautionary statement relating to “Forward-Looking Statements” contained herein.
32