SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 4, 2005
PUBLICIS GROUPE S.A.
133, AVENUE DES CHAMPS-ELYSEE
75008 PARIS
FRANCE
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
Content: Press Releases
EXHIBIT LIST
Exhibit Description
99.1 Press Release
99.2 Press Release
99.3 Press Release
99.4 Press Release
99.5 Press Release
99.6 Press Release
99.7 Press Release
99.8 Press Release
The attached documents contain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. The use of the words "aim(s)," "expect(s)," "feel(s)," "will," "may,"
"believe(s),""anticipate(s)" and similar expressions in the attached documents
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
respective dates of the attached documents. Other than in connection with
applicable securities laws, the Company undertakes no obligation to publish
revised forward-looking statements to reflect events or circumstances after the
respective dates of the attached documents or to reflect the occurrence of
unanticipated events. The Company urges you to review and consider the various
disclosures it made concerning the factors that may affect its business
carefully, including the disclosures made under the heading "Risk Factors" and
"Forward-Looking Statements" in documents the Company has filed with the U.S
Securities and Exchange Commission.
The information and documents furnished in this report shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act or
otherwise be subject to the liabilities of that section.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PUBLICIS GROUPE S.A.
By: /s/ Jean-Michel Etienne
---------------------------------
Jean-Michel Etienne
Chief Financial Officer
Date: January 4, 2005.
Exhibit 99.1
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
PUBLICIS GROUPE FORMS NEW MEDIA MANAGEMENT BOARD
COLLABORATING AS PUBLICIS GROUPE MEDIA, THE BOARD WILL SEEK TO
STRENGTHEN THE OFFERING OF STARCOM MEDIAVEST GROUP AND
ZENITHOPTIMEDIA BRANDS
PARIS, FRANCE, SEPTEMBER 9, 2004--Publicis Groupe today announced that it is
forming a new Management Board to fortify its media operations, including the
two global networks of Starcom MediaVest Group and ZenithOptimedia. The Board
will operate under the moniker Publicis Groupe Media (PGM), with a mission to
preserve and strengthen its multiple media brands.
"PUBLICIS GROUPE IS HOME TO TWO OF THE MOST POWERFUL MEDIA NETWORKS IN THE
WORLD, BOTH OF WHICH WORK IN SERVICE TO MANY OF THE WORLD'S MOST DOMINANT
BRANDS," said Maurice Levy, chairman and CEO of Publicis Groupe. "OUR
OPPORTUNITY IS TO CONSTANTLY FORTIFY THESE SEPARATE NETWORKS WITH THE STRONGEST
COMPETITIVE ADVANTAGES, ENABLING THEM TO SERVE THEIR CLIENTS WITH UNPARALLELED
TALENT, TOOLS AND RESOURCES. WHILE THE TWO GLOBAL NETWORKS WILL REMAIN TOTALLY
INDEPENDENT AND CONTINUE TO FOCUS ON PROVIDING OUTSTANDING SERVICE TO THEIR
CLIENTS, THE MEMBERS OF PUBLICIS GROUPE MEDIA WILL CAREFULLY EVALUATE AND PURSUE
GROUPE-LEVEL INVESTMENTS AND IMPROVEMENTS THAT SIMULTANEOUSLY EMPOWER EACH
NETWORK WITH GREATER RESOURCES, TALENT AND TOOLS, WHILE ALSO PRESERVING THE
EXCLUSIVE AND PROPRIETARY NATURE OF OUR CLIENTS."
PGM will be led by ROGER HAUPT, chief operating officer of Publicis Groupe, and
will also include JACK KLUES, chief executive officer of SMG; STEVE KING, chief
executive officer of ZenithOptimedia; ADRIAN SAYLISS, global chief financial
officer of ZenithOptimedia; and FRANK VORIS, chief financial officer of SMG.
RENETTA McCANN, chief executive officer of SMG/Americas; RICH HAMILTON, chief
executive of ZenithOptimedia/Americas; MARK CRANMER, chief executive of SMG
Europe/Middle East/Africa, and RISHAD TOBACCOWALA, head of the SMG Next practice
also become members of Publicis Groupe Media.
Haupt emphasized that PGM is not a new company, but rather a Board that will
focus on constantly improving Publicis Groupe's media offering. "WHAT PGM WILL
NOT DO IS MERGE TOGETHER OUR GLOBAL NETWORKS," he added. "WE REMAIN COMMITTED TO
A MULTIPLE BRAND STRATEGY AND WE INTEND TO FORTIFY THE ABILITY OF THOSE NETWORKS
TO PROVIDE UNPARALLELED SERVICE TO CLIENTS. IN PURSUIT OF MARKET STRENGTH AND
GREATER CLIENT BENEFITS, THE BOARD WILL CONTINUE TO CAREFULLY EXPLORE
OPPORTUNITIES TO STREAMLINE INVESTMENTS THAT SUPPORT THE CORE MEDIA PRODUCT,
INCLUDING NON-PROPRIETARY DATA ACQUISITION AND TECHNOLOGY THAT IS NOT
CLIENT-SPECIFIC, AND WHICH ENSURE THAT EVERY STARCOM MEDIAVEST GROUP AND
ZENITHOPTIMEDIA ASSET OFFERS THE BEST AVAILABLE TOOLS AND SYSTEMS."
The Board will also evaluate which, if any, backroom operations
(administrative...) can be consolidated to generate efficiencies. It will also
explore maximizing investments in improved tools and modelling products that
will provide greater accountability to clients.
1
MANAGING CONFLICTS IS A PRIORITY
A top priority for PGM is to carefully manage and protect any conflicting
assignments.
"WHATEVER IMPROVEMENTS WE SEEK, WE WILL WORK WITH KEY CLIENTS IN EACH MARKET TO
INSURE THAT THE STEPS WE TAKE SIMULTANEOUSLY GENERATE MEASURABLE CLIENT BENEFITS
SUCH AS A STRONGER MEDIA OFFERING, GREATER TOOLS AND TALENT IN SERVICE TO CLIENT
BRANDS, PLUS MORE MEASURABLE ROI. THIS, WHILE ALSO PROTECTING THE CONFIDENTIAL
NATURE OF OUR CLIENTS' BUSINESSES," said Haupt.
DIVERSIFIED MEDIA SERVICES
According to Haupt, PGM will also encourage the sharing of the many diversified
service business units that exist within ZenithOptimedia and SMG. These include
Relay Sports and Events Marketing, SMG Directory Marketing, Play, Sponsorship
Intelligence and Ninah Consulting, the brand investment and accountability
consulting unit of ZenithOptimedia. These businesses will be available to all
brands within the PGM umbrella and the broader family of Publicis Groupe
companies, and all will report into Voris.
"OUR DIVERSIFIED SERVICE OPERATIONS CONNECT OUR CLIENTS WITH THEIR CUSTOMERS IN
NONTRADITIONAL AND EMERGING CONTACT ENVIRONMENTS THAT ARE INCREASINGLY VITAL TO
THE DELIVERY OF EFFECTIVE MARKETING MESSAGES," said Haupt. "AS STAND-ALONE
BUSINESSES, THESE COMPANIES DELIVER NEW REVENUE STREAMS TO OUR ORGANIZATION BY
KEEPING CLIENTS IN TOUCH WITH THE EVER-ELUSIVE AND EMPOWERED CONSUMER." Some of
the diversified brands that exist within SMG and ZenithOptimedia will remain
exclusive to their respective networks because they are inextricably linked to
clients that are shared with Starcom, MediaVest or ZenithOptimedia. These
include ZenithOptimedia Direct, SMG IP, Tapestry (Multicultural) and Halogen
Direct.
SMG AND ZENITHOPTIMEDIA BRAND LEADERSHIP
At the brand level, leadership across the two networks remains the same. The SMG
regional CEOs include Renetta McCann, The Americas; Mark Cranmer, Europe/Middle
East/Africa; Blaise D'Sylva, Northeast Asia; D. Sriram, Southeast Asia/India;
and Martha Marin, Latin America. Laura Desmond remains chief executive officer
of MediaVest USA and Dennis Donlin continues as chief executive officer of GM
Planworks in Detroit. Both report into McCann.
At ZenithOptimedia, Steve King remains global chief executive officer, a role he
assumed in March, and Adrian Sayliss will continue to provide financial
oversight. All other ZenithOptimedia regional leadership roles will remain the
same: Rich Hamilton continues to serve as chief executive of
ZenithOptimedia/Americas, while Phil Talbot continues as chief executive officer
of the Asia/Pacific region. John Taylor will be global client services director
for ZenithOptimedia.
MARKET-BY-MARKET IMPROVEMENTS
According to Klues, the most immediate focus of PGM will concentrate on several
markets that have already been identified. "WE HAVE BEEN TARGETING STRATEGIC
IMPROVEMENTS, PRIMARILY IN SOME KEY WESTERN EUROPEAN COUNTRIES, AND WE INTEND TO
MAKE SOME INVESTMENTS IN SELECT CORE MARKETS RELATIVELY QUICKLY," he said. "AND
WHILE WE WILL NEVER COMBINE OUR BUYING STRENGTH IN THE U.S., WHERE OUR COMPANIES
ALREADY ENJOY SUFFICIENT CLOUT TO PROVIDE OPTIMUM PRICING TO CLIENTS, WE WILL
EXPLORE THE VIABILITY OF SUCH A MOVE IN OTHER MARKETS WHERE INDUSTRY PRACTICE
ALLOWS AND WHERE CLIENTS CAN BENEFIT FROM FORTIFIED NEGOTIATING POWER. AGAIN, WE
WILL PURSUE THESE OPPORTUNITIES WITH
2
TOTAL TRANSPARENCY TO OUR CLIENTS AND ONLY AFTER THEY HAVE BEEN SATISFIED THAT
CONFIDENTIALITY HAS BEEN PRESERVED."
Steve King commented that the "PGM STRUCTURE WILL ALLOW US THE FRAMEWORK TO
IMPROVE THE BREADTH AND STRENGTH OF OUR PRODUCT OFFERING WITHOUT DILUTING THE
MANAGEMENT AND CULTURES BEHIND THE MEDIA NETWORKS".
"THE COMMUNICATIONS LANDSCAPE, UNDER THE IRRESISTIBLE FORCE OF NEW TECHNOLOGIES,
IS DEVELOPING EXPONENTIALLY AND ITS FRAGMENTATION RENDERS BUILDING A DIRECT
RELATIONSHIP WITH CONSUMERS MORE AND MORE COMPLEX; THUS THE IMPORTANCE OF MAKING
CONSUMER CONNECTIONS BECOMES AS VITAL AS THE CONTENT OF OUR CLIENTS' ADVERTISING
MESSAGES," said Levy. "THE MEDIA AGENCIES, WITHIN PUBLICIS GROUPE, FULFIL AN
ESSENTIAL ROLE IN THE CONSTANT SEARCH OF A CONNECTION, A CONTACT WITH CONSUMERS,
AND THE STRENGTHENING OF THAT RELATIONSHIP. OUR INTENTION IS TO MAINTAIN OUR
LEAD AND REINFORCE OUR POSITION TO MAKE OUR MEDIA AGENCIES SIMPLY THE BEST
PARTNERS OF OUR CLIENTS IN THIS AREA."
STARCOM MEDIAVEST GROUP is a full service media company (www.SMVGROUP.COM ). SMG
ranks among the world's largest brand communications groups with a global staff
of more than 4,800 contact architects. SMG's network of 110 offices in 76
countries fuels brand-building results for many of the world's leading
marketers. In addition to full service media services agencies Starcom,
MediaVest and other regional brands, the holding company operates several
diversified units that help clients master the dynamic contact environment and
changing consumer landscape. These companies include Relay Sports and Event
Marketing, SMG Directory Marketing, Halogen Direct, Tapestry (multicultural),
and SMG Entertainment.
ZENITHOPTIMEDIA is one of the world's leading global media services agencies
with 162 offices in 59 countries and 4 000 people around the world.
ZenithOptimedia is committed to delivering to clients the best possible return
on their advertising investment.
This approach is supported by a unique system for strategy development and
implementation, The ROI Blueprint. At each stage, proprietary ZOOM
(ZenithOptimedia Optimisation of Media) tools have been designed to add value
and insight.
The ZenithOptimedia Village enables the widest range of communications
opportunities and skills to be brought together to ensure the most powerful
connections are made with consumers.
PUBLICIS GROUPE SA (Euronext Paris: : FR0000130577, NYSE: PUB) is the world's
fourth largest communications group, as well as world leader in media counsel
and buying. Its activities span 109 countries on six continents.
Groupe activities cover ADVERTISING, through three autonomous global advertising
networks: Leo Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi
Worldwide, as well as through its two multi-hub networks Fallon Worldwide and
Bartle Bogle Hegarty, 49%-owned ; MEDIA COUNSEL AND BUYING through two worldwide
networks ZenithOptimedia and Starcom MediaVest Group; MARKETING SERVICES and
specialized communications including direct marketing, public relations,
corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
Contacts at Publicis Groupe:
Pierre Benaich, Investor Relations +33 1 4443 6500
Eve Magnant, Corporate Communications +33 1 4443 7025
3
Exhibit 99.2
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
Paris, September 20, 2004
CONTACTS AT PUBLICIS GROUPE:
PIERRE BENAICH, INVESTOR RELATIONS +33 1 4443 6500
EVE MAGNANT, CORPORATE COMMUNICATIONS +33 1 4443 7025
PUBLICIS GROUPE SELLS CREDIT LINKED NOTES AND
BUYS BACK BOND COMPONENT OF OBSAS
o SIMPLIFICATION OF BALANCE SHEET
o SIGNIFICANT IMPROVEMENT IN DEBT-TO-EQUITY RATIO
o LASTING REDUCTION OF FINANCIAL COSTS
In line with its commitments to simplifying the balance sheet structure and
allowing greater clarity, Publicis Groupe has arranged a transaction with
Deutsche Bank whereby it is to simultaneously sell Credit-Linked Notes acquired
in July 2003 and buy back the bond component of the OBSAs (bonds with equity
warrants attached) issued on the occasion of the Bcom3 acquisition in September
2002. The transaction was carried out on the basis of a (euro)70 million
differential between the values of these two instruments paid by Publicis
Groupe.
Publicis Groupe CFO Jean-Michel Etienne comments: "THIS TRANSACTION MARKS AN
IMPORTANT STEP FORWARD IN EFFORTS TO SIMPLIFY OUR BALANCE SHEET. IT ALSO MEANS A
LASTING IMPROVEMENT IN FINANCIAL RATIOS, NET INCOME AND EPS. WE WILL NOW BE
MOVING AHEAD TO COMPLETE THE PROGRAM."
This transaction has positive effects on both the statement of income and the
balance sheet.
1- STATEMENT OF INCOME
o A lasting reduction of financial costs amounting to over (euro)20 million a
year from 2005 on (applying IFRS principles).
o An exceptional capital gain of (euro)20 million representing the difference
between the value of the transaction and the value of the two instruments in the
Groupe's books ((euro)90 million).
o Completion of the transaction led to a recovery of (euro)126 million in net
deferred tax liabilities booked on the occasion of the Bcom3 acquisition.
Page 1 of 2
2- BALANCE SHEET
This transaction significantly strengthens the structure of the Publicis Groupe
balance sheet. If its impact had been recognized in financial statements at June
30, 2004, the ratio of net debt to equity (including minority interests and
ORANES - bonds redeemable in shares) would have been reduced from 1.00 to 0.71
as a result of:
o On the asset side, elimination of Credit Linked Notes in an amount of
(euro)376 million and a parallel (euro)70 million reduction in cash and cash
equivalents.
o On the liability side, elimination of the bond component of OBSAs (bonds with
equity warrants attached) in an amount of (euro)471 million and of (euro)126
million in deferred taxes relating to the discounting of OBSAs.
o As regards shareholders' equity, redemption of the bond component of OBSAs
means that the warrant component can be reclassified as equity in an amount of
(euro)120 million (after deduction of deferred tax assets) under French
accounting standards as of 2004, this being in any case applicable under IFRS
principles.
o Reduction of net consolidated debt by (euro)20 million, representing the
amount of the capital gain.
Publicis Groupe was advised by Societe Generale and law firm Darrois, Villey,
Maillot & Brochier.
* * *
PUBLICIS GROUPE (Euronext Paris: FR0000130577 - NYSE: PUB) is the world's fourth
largest communications group, as well as world leader in media counsel and
buying. Its activities span 109 countries on six continents. Groupe activities
cover ADVERTISING, through three autonomous global advertising networks: Leo
Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi Worldwide, as well as
through its two multi-hub networks Fallon Worldwide and Bartle Bogle Hegarty,
49%-owned; MEDIA CONSULTANCY AND BUYING through two worldwide networks
ZenithOptimedia and Starcom MediaVest Group; and MARKETING SERVICES and
specialized communications including direct marketing, public relations,
corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
Page 2 of 2
Exhibit 99.3
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
Paris, September 30, 2004
CONTACTS AT PUBLICIS GROUPE:
PIERRE BENAICH, INVESTOR RELATIONS +33 1 4443 6500
EVE MAGNANT, CORPORATE COMMUNICATIONS +33 1 4443 7025
PUBLICIS GROUPE JOINS CAC 40 INDEX
In application of the decision taken on August 20 by Euronext's Expert Committee
on Indices, Publicis Groupe shares were included in the CAC 40 index with effect
from the close of trading on September 30, 2004. With market capitalization
totaling (euro)4.5 billion at that point, Publicis Groupe should represent 0.53%
of the index.
Publicis Groupe shares have been listed on the Paris exchange (Euronext) since
June 9, 1970 and traded on the New York Stock Exchange in the form of American
Depositary Receipts since September 22, 2000. Alongside core shareholders
Elisabeth Badinter and Dentsu Inc., an estimated 65% of shares counts as free
float mostly held by institutional investors in France, the US, the UK and
Germany.
Inclusion in the index confers a new stock-market status on Publicis Groupe and
marks an important milestone in its history. Reflecting recognition for the
farreaching changes made within the Group over recent years, it also entails
added demands on performance.
* *
*
PUBLICIS GROUPE (Euronext Paris: FR0000130577 - NYSE: PUB) is the world's fourth
largest communications group, as well as the world's second largest media
counsel and buying group. Its activities span 109 countries on six continents.
Groupe activities cover ADVERTISING, through three autonomous global advertising
networks: Leo Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi
Worldwide, as well as through its two multi-hub networks Fallon Worldwide and
Bartle Bogle Hegarty, 49%-owned; MEDIA CONSULTANCY AND BUYING through two
worldwide networks ZenithOptimedia and Starcom MediaVest Group; and MARKETING
SERVICES and specialized communications including direct marketing, public
relations, corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
Page 1 of 1
Exhibit 99.4
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
Paris, October 18, 2004
CONTACTS AT PUBLICIS GROUPE:
PIERRE BENAICH, INVESTOR RELATIONS +33 1 4443 6500
EVE MAGNANT, CORPORATE COMMUNICATIONS +33 1 4443 7025
CLARIFICATION OF RECENT CHANGES IN THE STRUCTURE
OF PUBLICIS GROUPE SHARE OWNERSHIP
Following the recent filings with the SEC in the US and the AMF in France, we
believe it would be useful to clarify the points below.
Pursuant to the Shareholders' Agreement entered into by Ms. Badinter and Dentsu
Inc. in connection with the Bcom3 transaction in 2002, a number of legal changes
were made to share ownership and voting rights on September 24 of this year, two
years after the Publicis Groupe - Bcom3 merger. These changes did not involve
any purchase or sale of Publicis Groupe shares by either Dentsu Inc. or Ms.
Badinter. They have resulted in a slight increase in the combined voting rights
of Ms. Badinter and Dentsu Inc.
REGARDING DENTSU INC.
At June 30, 2004, Dentsu Inc. held a total of 35,518,504 Publicis Groupe shares,
of which 28,690,875 were under full title and 6,827,629 were under bare legal
title. The usufruct for the 6,827,629 shares remained with former Bcom3
shareholders. This arrangement was made to allow Dentsu Inc. to obtain 15% of
Publicis Groupe voting rights without having to wait for the two years required
to acquire double voting rights.
On September 24, 2004, Dentsu Inc. returned bare legal title to the 6,827,629
shares to the usufructuaries, leaving Dentsu Inc. with full title in 28,690,875
shares of Publicis Groupe. On that same date, Dentsu Inc. contributed the right
to exercise the voting rights in 11,181,399 shares to a partnership (SOCIETE EN
PARTICIPATION or SEP) with Ms. Badinter, who is the manager of this SEP. Dentsu
Inc. made the contribution in order to comply with the terms of its agreements
with Ms. Badinter and Publicis Groupe pursuant to which Dentsu Inc. agreed not
to hold voting rights in Publicis Groupe shares in excess of 15% of the total
voting power of Publicis Groupe shares.
Page 1 of 2
REGARDING MS BADINTER
At June 30, 2004, Ms. Elisabeth Badinter held 20,195,340 shares and her interest
was the same at September 24, 2004. The recent changes increase her voting
rights, since Ms. Badinter will exercise both the voting rights attached to her
own shares and, as manager of the SEP, the voting rights contributed to the SEP
by Dentsu Inc.
VOTING RIGHTS OF MS. BADINTER AND DENTSU INC.
AS OF JUNE 30, 2004
Ms. Badinter 18.84%
Dentsu Inc. 16.57% (capped at 15%)
------------------------------------
TOTAL 35.41%
AS OF SEPTEMBER 24, 2004
Ms. Badinter 17.20% Ms. Badinter via the SEP 4.76%
------------------------------------
Sub-total Ms. Badinter 21.96%
Dentsu Inc. 14.86% (to be adjusted to 15% per SEP by-laws)
------------------------------------
TOTAL 36.82%
* *
*
PUBLICIS GROUPE (Euronext Paris: FR0000130577 and member of the CAC40 Index -
NYSE: PUB) is the world's fourth largest communications group, as well as
world's second largest media counsel and buying group. Its activities span 109
countries on six continents.
Groupe activities cover ADVERTISING, through three autonomous global advertising
networks: Leo Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi
Worldwide, as well as through its two multi-hub networks Fallon Worldwide and
Bartle Bogle Hegarty, 49%-owned; MEDIA CONSULTANCY AND BUYING through two
worldwide networks ZenithOptimedia and Starcom MediaVest Group; and MARKETING
SERVICES and specialized communications including direct marketing, public
relations, corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
Page 2 of 2
Exhibit 99.5
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
Paris, November 2, 2004
CONTACTS AT PUBLICIS GROUPE:
PIERRE BENAICH, INVESTOR RELATIONS +33 1 4443 6500
EVE MAGNANT, CORPORATE COMMUNICATIONS +33 1 4443 7025
ORGANIC GROWTH CLOSE TO 5% IN THE THIRD QUARTER
MARGIN AND FINANCIAL TARGETS CONFIRMED
REVENUES
Publicis Groupe revenues for the third quarter of 2004 reached (EURO)932
MILLION, compared with (euro)918 million for the same period of 2003. ORGANIC
GROWTH EXCEEDED 4.8%, up from 4.4% in the first quarter and 4.5% in the second.
Revenues for the nine months to September 30 amounted to (EURO)2,779 MILLION,
compared with (EURO)2,788 MILLION for the same period of 2003. ORGANIC GROWTH
SHOWED A FURTHER IMPROVEMENT TO 4.6% FOR THE FIRST NINE MONTHS. The negative
impact of exchange rates on revenues was (EURO)39 MILLION in the third quarter
and (EURO)137 MILLION over the nine months. It mainly concerned the US dollar.
Turning to markets by region, advertising spending continued to show a healthy
rise in North America, but the rapid acceleration observed from one quarter to
the next in 2003 makes year-on-year comparisons appear more moderate in 2004.
In all other regions, signs of recovery have been confirmed, in particular in
Europe, where markets made fresh progress in the third quarter. In Latin
America, the promise of the early part of the year has been borne out with
continued expansion. Finally, the Asia-Pacific region saw further improvement on
the previous quarter.
MAURICE LEVY, Chairman & CEO, Publicis Groupe, comments:
"THE WORLD MARKET REMAINS FIRM, WITH GROWTH CONTINUING AT A SATISFACTORY PACE.
AS WE ANTICIPATED, GROWTH IS PICKING UP IN EUROPE TO OFFSET SOMEWHAT SLOWER
GROWTH IN NORTH AMERICA, WHILE GROWTH IN ASIA REMAINS SATISFACTORY.
WE ARE CONTINUING TO WIN MARKET SHARE, AS OUR GROUP GENERATES STRONG MOMENTUM;
THE ATTRACTIVENESS OF OUR OFFERING FOR ADVERTISERS IS CLEAR FROM THE HEALTHY NEW
BUSINESS RESULTS THROUGHOUT THE CURRENT YEAR. ORGANIC GROWTH REMAINS FIRM,
BEATING OUR FORECASTS.
Page 1 of 4
LOOKING TO THE FOURTH QUARTER, OUR POSITION TODAY MAKES US BOTH VERY CONFIDENT
AND VERY CAUTIOUS, GIVEN THE RECURRENT RISK OF ADJUSTMENTS TO ADVERTISING AND
MARKETING SPENDING AT THE CLOSE OF THE YEAR.
RESULTS FOR THE SECOND HALF OF THE YEAR SHOULD SHOW A RISE IN OPERATING MARGINS
AND CASH GENERATION.
INITIAL INDICATIONS OF CLIENTS' BUDGETING PLANS FOR NEXT YEAR ARE POSITIVE,
PROVIDING SUPPORT FOR OUR EARLIER PREDICTION THAT 2005 WILL BE A YEAR OF
GROWTH."
REVENUES BY GEOGRAPHY
THIRD QUARTER IN MILLIONS ORGANIC
OF EUROS GROWTH
-----------------------------------------------
Europe 366 +3.5%
North America 411 +3.1%
Asia-Pacific 97 +10.7%
Latin America 40 +14.4%
Rest of World 18 +27.9%
-----------------------------------------------
TOTAL 932 +4.8%
NINE MONTHS IN MILLIONS ORGANIC
OF EUROS GROWTH
-----------------------------------------------
Europe 1,117 +2.5%
North America 1,219 +3.7%
Asia-Pacific 278 +8.8%
Latin America 116 +23.1%
Rest of World 49 +17.3%
-----------------------------------------------
TOTAL 2,779 +4.6%
Page 2 of 4
NEW BUSINESS AT A LEVEL COMPARABLE WITH THAT IN THE THIRD QUARTER OF 2003
Publicis Groupe once again achieved good New Business performance in the third
quarter, with accounts booked through its various networks during the period
amounting to $670 million ((euro)540 million), including 51% in advertising and
SAMS and 49% in media consultancy and media buying.
NEW BUSINESS FOR THE FIRST NINE MONTHS OF THE YEAR REACHED A NET TOTAL OF $2.6
BILLION ((EURO)2.1 BILLION), EQUALLY DIVIDED BETWEEN ADVERTISING/SAMS AND MEDIA
BUYING & MEDIA CONSULTANCY.
Main new accounts booked during the third quarter are listed below.
PUBLICIS WORLDWIDE
Paddy Power (UK) - Bundesversicherungsanstalt (Germany) - Sprint/Local Consumer
Solutions division and Whirlpool/Gladiator GarageWorks (US) - Region of
Calabria, Ministry of Education and Ministry of Public Works (Italy) - Renault
Samsung Motors (extension) and Korea Telecom (Korea).
LEO BURNETT ConAgra/Pam
Cooking Spray and Simmons (US) - Bacardi and Aeromexico (Mexico) - Fissler
(Germany) - Telenor (Pakistan).
SAATCHI & SAATCHI
Lego/Duplo and Clikits Universe (global) - ENEL/Terna (extension - Italy) -
Procter & Gamble/Prilosec (project assignment - US) - Sydney Morning Herald
(Australia) - Friesland Hellas/NoyNoy Yoghurts (extension - Greece) - WRAP
(Water and Resources Action Programme - UK).
OTHER ADVERTISING NETWORKS AND AGENCIES:
o FALLON: EMAP Magazine and Jacobs Creek Wines (UK).
o MS&L: Equifax and Sanofi-Aventis (extension)(US).
o BROMLEY COMMUNICATIONS (US): San Antonio Convention and Visitors' Bureau.
STARCOM MEDIAVEST GROUP (media buying and consultancy):
Raffeisen Bank (Czech Republic) - Harvey's and Barclay's/First Plus (UK) -
General Motors (out of home) (US) - Versatel (Germany) - Sunny Delight and Kraft
Foods (Spain) - General Mills (China) - Lindex (Sweden) - Coca-Cola (Peru).
ZENITHOPTIMEDIA (media buying and consultancy):
Nokia (India) - Ile de France Region and Siemens Corporate (France) - Frosta,
AMB Generali Holding and Nordsee (Germany) - SmarTone (Hong Kong) - WildBlue
(US).
SAMS (specialized agencies and marketing services):
o ARC NORTH AMERICA (US): Procter & Gamble/Respiratory brands.
o PUBLICIS HEALTHCARE COMMUNICATIONS GROUP: Novartis/Prexige (Germany) - BMS/SRC
Kinese (global) - several brands of Boots Healthcare International (UK).
Page 3 of 4
No significant accounts were lost in the third quarter.
Business in the fourth quarter has gotten off to a good start with the booking
of three significant accounts together representing close to $1.7 billion:
o worldwide consolidation of accounts within Publicis Groupe for Aventis
(Sanofi- Aventis) brands, with the exception of Lantus, Apidra and Lovenox,
which are retained by their present agency. This decision affects media buying,
events and communication services, including advertising.
o the most part of Nestle's worldwide media buying and planning account,
o the advertising account for Renault Spain, the country's number-six advertiser
overall and number one for the automobile industry.
ANALYSTS' MEETING
As was announced when half-year results were presented on September 10, an
additional analysts' meeting will be held in December 2004 in Paris. This is to
present details of the impact of IFRS on Publicis Groupe financial statements at
June 30, 2004 as well as the group's new targets for operating margin over the
medium term and how we can achieve them.
* * *
PUBLICIS GROUPE (Euronext Paris: FR0000130577 and member of the CAC40 Index -
NYSE: PUB) is the world's fourth largest communications group, as well as
world's second largest media counsel and buying group. Its activities span 109
countries on six continents.
Groupe activities cover ADVERTISING, through three autonomous global advertising
networks: Leo Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi
Worldwide, as well as through its two multi-hub networks Fallon Worldwide and
Bartle Bogle Hegarty, 49%-owned; MEDIA CONSULTANCY AND BUYING through two
worldwide networks ZenithOptimedia and Starcom MediaVest Group; and MARKETING
SERVICES and specialized communications including direct marketing, public
relations, corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
Page 4 of 4
Exhibit 99.6
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
Paris, December 7, 2004
CONTACTS AT PUBLICIS GROUPE:
PIERRE BENAICH, INVESTOR RELATIONS +33 1 4443 6500
EVE MAGNANT, CORPORATE COMMUNICATIONS +33 1 4443 7025
PUBLICIS GROUPE SUPERVISORY BOARD MEETING
NEW COMPOSITION OF SUPERVISORY BOARD
o TATEO MATAKI, PRESIDENT AND CEO OF DENTSU, JOINS THE SUPERVISORY BOARD
NEW COMPOSITION OF MANAGEMENT BOARD
o ROGER HAUPT PROGRESSIVELY RELINQUISHES HIS RESPONSIBILITIES
o JACK KLUES, CEO OF STARCOM MEDIAVEST GROUP, NAMED MEMBER OF MANAGEMENT BOARD
o BUSINESS ACTIVITY IN LINE WITH FORECASTS
Publicis Groupe announces the new composition of the Management Board
(Directoire), its top management structure, following the Groupe's Supervisory
Board (Conseil de Surveillance) meeting, chaired by Madame Elisabeth Badinter on
December 7, 2004. The Supervisory Board welcomed Tateo Mataki, President and CEO
of Dentsu Inc., who replaces on the Board Fumio Oshima, Senior Executive
Advisor, Corporate Affairs, and who will sit with Yutaka Narita, Principal
Advisor and Chairman of Dentsu Group.
The Supervisory Board also reviewed business activity through ten months of the
year, which has developed in line with forecasts.
Roger Haupt, Member of the Management Board, President and Chief Operating
Officer, has informed the Board that, as planned, he will progressively
relinquish his responsibilities, respecting the tradition of Leo Burnett, and
his commitment to remain as long as necessary to see through the successful
integration of b/com3 following its merger with Publicis Groupe. Roger Haupt
will remain Chairman of Publicis Groupe Media (PGM) in order to implement PGM
development initiatives already decided, and will act as a consultant to Maurice
Levy. Publicis Healthcare Communications Group will become part of the SAMS
(Specialized Agencies and Marketing Services) division and will report to John
Farrell, President and CEO of SAMS.
Page 1 sur 3
Madame Badinter expressed the Board's appreciation for Roger Haupt's `personal
leadership and professional dedication', including his `total commitment' that
contributed to the successful integration of b/com3 into the Publicis Groupe as
well as his `unrelenting efforts' to assure the continuing transformation of the
Groupe as a global leader in its field. She expressed her satisfaction that
Roger Haupt would continue to contribute to the Groupe.
In a letter to the Board, Roger Haupt expressed his decision to progressively
relinquish his activities. He stated, <>
Jack Klues, 49, currently CEO of Starcom MediaVest Group, will become a member
of the Management Board (Directoire).
Jack Klues' entire career has been at Leo Burnett, culminating with the creation
of Starcom MediaVest Group Worldwide (SMG Worldwide) which he developed into a
real leader among the world's media agencies. A true specialist in his field,
obsessed with innovation and performance, Jack Klues boosted the company to the
very top international ranks.
The rapprochement with Publicis Groupe permitted the creation of the global
leader in the media field, Publicis Groupe Media. Dedicated to service to and
performance for the client, PGM is made up of two totally independent and
autonomously-managed media agencies, SMG and ZenithOptimedia. His participation
in the Management Board will deepen and broaden the expertise of the executive
management organ of Publicis Groupe.
Maurice Levy said : << ROGER HAUPT AND I HAVE ENJOYED A RELATIONSHIP OF TOTAL
CONFIDENCE. THIS REAL COOPERATION DAILY WAS WHAT ALLOWED US TO ACHIEVE THE
SUCCESSFUL INTEGRATION OF B/COM3. I KNOW PERSONALLY HOW MUCH WORK, HOW MUCH
TRAVEL, AND HOW MUCH EFFORT AND ENERGY ROGER HAS DEVOTED DAILY TO THAT CAUSE. I
AM IMMENSELY APPRECIATIVE OF THAT; ROGER PERMITTED US TO FACE THE CHALLENGES AND
TRANSFORM PUBLICIS INTO THE WORLD'S FOURTH-LARGEST COMMUNICATIONS GROUP.>>
On Jack Klues' appointment, Maurice Levy commented: << IT IS A GREAT PLEASURE TO
WELCOME JACK KLUES AS A MEMBER OF THE MANAGEMENT BOARD. IT WAS AN EASY CHOICE
FOR ALL OF US, A MEASURE OF JACK'S QUALITIES AS A MANAGER AND HIS TRACK RECORD
OF PERFORMANCE. WE WILL BENEFIT TREMENDOUSLY AT A TIME WHEN THE IMPORTANCE OF
MEDIA HAS NEVER BEEN GREATER, WHEN THE HOLISTIC APPROACH IS A CRITICAL STRATEGIC
OBJECTIVE FOR US AND FOR OUR CLIENTS, AND WHEN JACK'S HANDS-ON EXPERIENCE AND
COMPREHENSIVE KNOWLEDGE OF THE AMERICAN MARKETPLACE CAN GUIDE THE MANAGEMENT
BOARD AND THE GROUPE AS A WHOLE.>>
As of January 1, 2005, the Publicis Groupe Management Board will be made up of
five individuals: Maurice Levy, Chairman and CEO ; Kevin Roberts, CEO of Saatchi
& Saatchi ; Claudine Bienaime, General Secretary ; Bertrand Siguier, Executive
Vice President of Publicis Worldwide and Jack Klues, CEO of Starcom MediaVest
Group.
Page 2 sur 3
THE "CONSEIL DE SURVEILLANCE" OF PUBLICIS GROUPE IS ITS SUPERVISORY BOARD, WHICH
INCLUDES EXCLUSIVELY SHAREHOLDER REPRESENTATIVES. NO MEMBERS OF EXECUTIVE
MANAGEMENT ARE MEMBERS OF THE SUPERVISORY BOARD.
THE "DIRECTOIRE" OF PUBLICIS GROUPE IS COMPOSED EXCLUSIVELY OF MEMBERS OF
EXECUTIVE MANAGEMENT.
PUBLICIS GROUPE (Euronext Paris: FR0000130577 and member of the CAC 40 Index -
NYSE: PUB) is the world's fourth largest communications group, as well as the
world's second largest media counsel and buying group. Its activities span 109
countries on six continents.
Groupe activities cover ADVERTISING, through three autonomous global advertising
networks: Leo Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi
Worldwide, as well as through its two multi-hub networks Fallon Worldwide and
Bartle Bogle Hegarty, 49%-owned; MEDIA CONSULTANCY AND BUYING through two
worldwide networks, ZenithOptimedia and Starcom MediaVest Group; and MARKETING
SERVICES and specialized communications including direct marketing, public
relations, corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
Page 3 sur 3
Exhibit 99.7
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
Paris, December 9, 2004
CONTACTS AT PUBLICIS GROUPE:
PIERRE BENAICH, INVESTOR RELATIONS +33 1 4443 6500
EVE MAGNANT, CORPORATE COMMUNICATIONS +33 1 4443 7025
ANALYSTS' MEETING
A meeting for analysts and journalists this morning in Paris will focus on four
main themes. Publicis Groupe representatives will present plans to raise
operating margin to 17% over the next four years and give a detailed assessment
of the impact IFRS will have on Groupe accounts, based on information available
to date. They will also present a progress report on initiatives to simplify the
balance sheet, and review business in the closing months of the year.
1- 17 % OPERATING MARGIN IN 2008
Publicis Groupe will present its strategic aims for the next four years.
At present, revenues are generated 44% in North America, 41% in Europe, and 15%
in the Rest of the World (RoW). The main 2008 target calls for raising RoW
business to 20% of the total, setting the North America contribution at 42% and
Europe at 38%. Gains will be driven by robust expansion in Asia, where we
already hold very strong positions.
A breakdown by business line shows 44% of revenues coming from advertising, 23%
from SAMS and 22% from media. Strong organic growth combined with our holistic
approach and policy of selective acquisitions should lead to significant changes
by 2008, with advertising representing 44% of revenues and SAMS and media 28%
each.
Finally, operating margin, set to reach 15% in 2004, should rise to 17% within
four years (based on current French Gaap).
To achieve this ambitious target, we will use a range of approaches across all
business areas, while remaining firmly committed to our key priority -
delivering ever better service and quality to our clients. Areas to be focused
on include:
- simplifying agency procedures,
- optimizing structures and business models to work together more effectively,
Page 1 of 3
- catching up units in selected regions,
- building up SAMS entities following recent restructuring, - developing
synergies freed by the creation of Publicis Groupe Media,
- optimizing our agency network in emerging markets,
- implementation of a corporate procurement and production policy in key
countries,
- deployment of Shared Service Centers pooling group resources should also lead
to accelerated savings from 2005 on.
2- MAIN IMPACT OF ADOPTION OF IFRS
Underscoring its commitment to transparency, Publicis Groupe will present a
progress report on adoption of IFRS and the impact this will have on its
accounts.
Information presented is based on application of IFRS texts published to date.
Certain standards are still being developed, while others are currently being
modified or are subject to interpretation by accounting professionals. Some have
not yet been adopted by the European Union.
As a result, information presented at the meeting is subject to change depending
on final versions of the corresponding texts and related analyses.
Publicis Groupe has stressed that data to be discussed at the meeting are based
on unaudited figures.
P&L ACCOUNT: Main impacts of the move to IFRS are the expensing of stock options
as personnel costs, representing an annual charge of around (euro)20-25 million,
and an additional interest charge of (euro)54 million in 2004 due to changes in
the combined treatment of Oceane and Orane issues. However goodwill - estimated
at around (euro)100 million in 2004 - will no longer be amortized, and this will
have a positive impact, although subject to impairment charges.
BALANCE SHEET: the Publicis building on the Champs-Elysees in Paris will be
marked up to market value estimated at (euro)164 million, while certain debt
will be reclassified as equity (this includes the equity portion of Orane and
Oceane issues). Equity warrants have also been booked as equity since redemption
of the bond portion of OBSAs (bonds carrying equity warrants) last September.
Altogether these changes will reduce net debt by around (euro)350 million. The
other factor affecting the balance sheet concerns buy-outs, which will be
recorded as a non-financial liability if Publicis Groupe is committed to buy out
minority interests. The amount concerned is (euro)129 million.
Page 2 of 3
3- SIMPLIFICATION OF BALANCE SHEET
Publicis Groupe is in the process of simplifying its balanced sheet with four
objectives:
- reducing debt,
- maintaining a high level of liquidity and long-term maturities,
- moving out of complex financial instruments,
- gradually reducing EPS dilution.
In the course of 2004, the Groupe reviewed strategies submitted by banks and
this autumn made its first move, selling off CLNs and buying back the bond
portion of OBSAs (bonds with attached equity warrants). The Groupe plans to take
further action to simplify its balance sheet between now and summer 2005.
4- CLUB DEAL
Publicis Groupe has mandated ABN Amro Bank NV, Banc of America Securities
Limited, BNP Paribas, Calyon, Citibank International plc, Societe Generale and
Natexis Banques Populaires to set up a multi-currency revolving credit facility
in an amount of (euro)850 million, with the possibility of raising this to
(euro)1 billion. The facility is for five years and will improve the Group's
overall liquidity by refinancing the (euro)700 million agreement signed in
November 2003.
5- BUSINESS REVIEW AT YEAR-END 2004
Maurice Levy, Chairman & CEO, said: "OUR BUSINESS TO DATE IS RIGHT ON COURSE. WE
ARE CONFIDENT THAT WE WILL MEET OUR 15% TARGET FOR OPERATING MARGIN, AND MAY
EVEN EXCEED THIS SLIGHTLY."
* * *
PUBLICIS GROUPE (Euronext Paris: FR0000130577 and member of the CAC40 Index -
NYSE: PUB) is the world's fourth largest communications group, as well as
world's second largest media counsel and buying group. Its activities span 109
countries on six continents.
Groupe activities cover ADVERTISING, through three autonomous global advertising
networks: Leo Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi
Worldwide, as well as through its two multi-hub networks Fallon Worldwide and
Bartle Bogle Hegarty, 49%-owned ; MEDIA CONSULTANCY AND BUYING through two
worldwide networks ZenithOptimedia and Starcom MediaVest Group; and MARKETING
SERVICES and specialized communications including direct marketing, public
relations, corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
Page 3 of 3
Exhibit 99.8
[PUBLICIS GROUPE LOGO]
PRESS RELEASE
Paris, December 17, 2004
PUBLICIS GROUPE S.A.
EURO 1,000 MILLION MULTI-CURRENCY REVOLVING CREDIT FACILITY
Publicis Groupe S.A. is pleased to announce that it has signed today a Euro
1,000 million Multi-Currency Revolving Credit Facility (the "Facility") via
Mandated Lead Arrangers ABN AMRO Bank N.V. (Bookrunner), Banc of America
Securities Limited (Bookrunner), BNP Paribas (Bookrunner), Calyon, Citibank
International Plc (Bookrunner), HSBC CCF and Natexis Banques Populaires
(Bookrunner). The Facility was increased from an original amount of Euro 850
million following a strong oversubscription. The Facility has a maturity of 5
years and is intended for general corporate purposes including the refinancing
of the existing Euro 700 million Revolving Credit Facility signed in November
2003 and subsequently further increased to Euro 770 million.
The Facility carries an out-of-door margin of 27.5 basis points over Euribor and
utilization fees bringing the fully-drawn margin to 35.0 basis points over
Euribor and a commitment fee of 35%.
Banks were invited to participate in the deal at the level of Arranger or as a
Co-Arranger. The following banks joined the deal:
- MLA: ABN Amro, BNP Paribas, Bank of America, Citigroup, Natexis, Calyon, HSBC
- Arranger: CIC, RBS, SG
- Co-Arranger: ANZ, Barclays, ING, Deutsche Bank, IXIS, Morgan Stanley, West LB
This facility completes action over the past two years designed to:
- Enhance liquidity
- Extend average maturity of debt
- Reduce average debt servicing costs, taking advantage of market opportunities
as they arise.
Jean-Michel Etienne, Publicis Groupe's Chief Financial Officer, comments : "I AM
VERY PLEASED THAT WE HAVE SUCCESSFULLY COMPLETED THIS KEY STAGE IN OUR PLANS FOR
REFINANCING AND IMPROVED LIQUIDITY. WE CAN NOW FOCUS ON IMPROVING CASH FLOWS,
OUR FINANCIAL RATIOS AND THE SIMPLIFICATION OF OUR BALANCE SHEET".
PUBLICIS GROUPE (Euronext Paris: FR0000130577 and member of the CAC40 Index -
NYSE: PUB) is the world's fourth largest communications group, as well as
world's second largest media counsel and buying group. Its activities span 109
countries on six continents.
Groupe activities cover ADVERTISING, through three autonomous global advertising
networks: Leo Burnett Worldwide, Publicis Worldwide, Saatchi & Saatchi
Worldwide, as well as through its two multi-hub networks Fallon Worldwide and
Bartle Bogle Hegarty, 49%-owned ; MEDIA CONSULTANCY AND BUYING through two
worldwide networks ZenithOptimedia and Starcom MediaVest Group; and MARKETING
SERVICES and specialized communications including direct marketing, public
relations, corporate and financial communications, multicultural and healthcare
communications.
Web sites: WWW.PUBLICIS.COM and WWW.FINANCE.PUBLICIS.COM
CONTACTS : Frederic Coutant, Group Treasurer - +33 (0)1 44 43 65 18
Pierre Benaich, Investor Relations - +33 (0)1 44 43 65 00
Eve Magnant, Corporate Communications - +33 (0)1 44 43 70 25