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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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PUBLICIS GROUPE S.A.
(Name of Subject Company (Issuer))
PUBLICIS GROUPE S.A.
(Names of Filing Persons (Offerors))
EQUITY WARRANTS
(Title of Class of Securities)
ISIN FR0000312928*
(CUSIP Number of Class of Securities)
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JEAN-MICHEL ETIENNE
PUBLICIS GROUPE S.A.
133, AVENUE DES CHAMPS-ELYSEES
75008 PARIS, FRANCE
33 1 44 43 70 00
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the filing person)
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COPY TO:
ELLIOTT V. STEIN
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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CALCULATION OF FILING FEE
Transaction Valuation: $301,833,972.04** Amount of Filing Fee: $32,296.25***
* The equity warrants ("Warrants") of Publicis Groupe S.A. have an
International Securities Identification Number ("ISIN") but do not have a
CUSIP number.
** Estimated solely for purposes of calculating the amount of the filing fee
in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of
1934. This calculation assumes the purchase of any and all issued and
outstanding Warrants, at the offer price of euro 9 per Warrant in cash in
euros (U.S.$10.89 per Warrant at an exchange rate of U.S.$1.2103 per euro
1, which was the noon buying rate on January 13, 2006, as published by
the U.S. Federal Reserve Bank of New York). As of January 13, 2006, there
were 27,709,748 Warrants issued and outstanding. The amount of the filing
fee was calculated at a rate of $107.00 for each $1,000,000 of the
transaction value.
*** Filing fee previously paid in connection with the initial filing of this
Schedule TO.
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 3 ("Amendment No. 3") to the combined Tender Offer Statement
and Rule 13e-3 Transaction Statement is filed herewith under cover of Schedule
TO (the "Schedule TO") by Publicis Groupe S.A. ("Publicis"), a SOCIETE ANONYME
organized under the laws of the Republic of France, and relates to this offer by
Publicis (this "Offer"), to purchase any and all of its issued and outstanding
equity warrants ("Warrants") at a single price in euros of euro 9 per Warrant.
Subject to applicable law and regulatory approvals, Publicis reserves the right
to extend or otherwise amend or terminate this Offer in any respect. This Offer
is subject to the terms and conditions set forth in the Offer to Purchase dated
January 17, 2006, as amended (the "Offer to Purchase"). The Offer to Purchase
was previously filed with the Schedule TO as Exhibit (a)(1)(C).
This Amendment No. 3 amends and supplements the Schedule TO filed by Publicis on
January 17, 2006, as amended on January 31, 2006 and February 10, 2006, as set
forth below.
All information in the Offer to Purchase, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference in answer to all
items in this Schedule TO, except as otherwise set forth below.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following language:
On February 15, 2004, Publicis issued a press release announcing the preliminary
results of the offer, a copy of which is filed as Exhibit (a)(1)(H) to this
Amendment No. 3 and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding Exhibit
(a)(1)(H), as follows:
(a)(1)(A) Press Release issued in France dated January 3, 2006 (English
translation).*
(a)(1)(B) Publication in Les Echos in France, dated January 16, 2006
(English translation).**
(a)(1)(C) Offer to Purchase dated January 17, 2006, as amended.***
(a)(1)(D) English translation of French NOTE D'INFORMATION, dated
January 13, 2006, the offer document disseminated to holders
of warrants in connection with this offer in France.****
(a)(1)(E) Order to Tender Form of Euro Emetteurs Finance.****
(a)(1)(F) Notice Form of Euro Emetteurs Finance distributed to certain
holder(s).****
(a)(1)(G) Cover Letter distributed to Greek holder(s) of Warrants.****
(a)(1)(H) Press Released dated February 15, 2006.*****
(a)(5) Summary of Differences between International Financial
Reporting Standards ("IFRS") and U.S. Generally Accepted
Accounting Principles ("U.S. GAAP") (including reconciliation
of net income and shareholders' equity under IFRS to U.S. GAAP
for the six month period ended June 30, 2005).****
(b) Not applicable.
(c) Report of the Independent Expert on the Offer Consideration by
Ricol, Lasteyrie & Associes, dated as of January 2, 2006
(English translation) (included in the Offer to Purchase under
the title "SPECIAL FACTORS--4. Financial Analysis of This
Offer--Report of the Independent Expert on the Offer
Consideration").
(d)(1)(A) Agreement to Issue Bonds with Share Subscription Warrants
("OBSA"), dated as of September 24, 2002, by Publicis Groupe
S.A. (incorporated by reference from Exhibit 4.2 to the Form
4/A filed by Publicis Groupe S.A. on August 12, 2002).
(d)(1)(B) Strategic Alliance Agreement, dated as of November 30, 2003,
by and between Publicis Groupe S.A. and Dentsu Inc.
(incorporated by reference from Exhibit 99.3 to the Schedule
13D/A filed by Dentsu Inc. on December 5, 2003).
(d)(1)(C) Shareholders' Agreement, dated as of November 30, 2003, by and
between Publicis Groupe S.A. and Dentsu Inc. (incorporated by
reference from Exhibit 99.4 to the Schedule 13D/A filed by
Dentsu Inc. on December 5, 2003).
(d)(1)(D) First Amendment to Shareholders' Agreement, dated as of
September 24, 2004, by and between Publicis Groupe S.A. and
Dentsu Inc. (incorporated by reference from Exhibit 99.11 to
the Schedule 13D/A filed by Dentsu Inc. on October 7, 2004).
(d)(1)(E) Shareholders' Agreement, dated as of November 30, 2003, by and
between Elisabeth Badinter and Dentsu Inc. (incorporated by
reference from Exhibit 99.5 to the Schedule 13D/A filed by
Dentsu Inc. on December 5, 2003).
(d)(1)(F) First Amendment to Shareholders' Agreement, dated as of
September 24, 2004, by and between Elisabeth Badinter and
Dentsu Inc. (incorporated by reference from Exhibit 99.10 to
the Schedule 13D/A filed by Dentsu Inc. on October 7, 2004).
(d)(1)(G) Agreement and Plan of Merger among Publicis Groupe S.A.,
Philadelphia Merger Corp., Philadelphia Merger LLC and Bcom3
Group, Inc., dated as of March 7, 2002 (incorporated by
reference from Exhibit 2.1 to the Form 6-K furnished to the
SEC by Publicis Groupe S.A. on March 14, 2002).
(d)(1)(H) Commitment Letter, dated as of January 2, 2006, from Dentsu
Inc. to Publicis Groupe S.A.****
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
* Previously filed as Exhibit 99.1 on Schedule TO-C by Publicis Groupe
S.A. on January 3, 2006.
** Previously filed as Exhibit 99.1 on Schedule TO-C by Publicis Groupe
S.A. on January 17, 2006.
*** Previously filed on Schedule TO by Publicis Groupe S.A. on January 31,
2006.
**** Previously filed on Schedule TO by Publicis Groupe S.A. on January 17,
2006.
***** Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: February 15, 2006
PUBLICIS GROUPE S.A.
By: /s/ Claudine Bienaime
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Name: Claudine Bienaime
Title: General Secretary
ITEM 12. EXHIBITS.
EXHIBIT NO. DESCRIPTION
(a)(1)(A) Press Release issued in France dated January 3, 2006 (English
translation).*
(a)(1)(B) Publication in Les Echos in France, dated January 16, 2006
(English translation).**
(a)(1)(C) Offer to Purchase dated January 17, 2006, as amended.***
(a)(1)(D) English translation of French NOTE D'INFORMATION, dated
January 13, 2006, the offer document disseminated to holders
of warrants in connection with this offer in France.****
(a)(1)(E) Order to Tender Form of Euro Emetteurs Finance.****
(a)(1)(F) Notice Form of Euro Emetteurs Finance distributed to certain
holder(s).****
(a)(1)(G) Cover Letter distributed to Greek holder(s) of Warrants.****
(a)(1)(H) Press Release dated February 15, 2006.*****
(a)(5) Summary of Differences between International Financial
Reporting Standards ("IFRS") and U.S. Generally Accepted
Accounting Principles ("U.S. GAAP") (including reconciliation
of net income and shareholders' equity under IFRS to U.S. GAAP
for the six month period ended June 30, 2005).****
(b) Not applicable.
(c) Report of the Independent Expert on the Offer Consideration by
Ricol, Lasteyrie & Associes, dated as of January 2, 2006
(English translation) (included in the Offer to Purchase under
the title "SPECIAL FACTORS--4. Financial Analysis of This
Offer--Report of the Independent Expert on the Offer
Consideration").
(d)(1)(A) Agreement to Issue Bonds with Share Subscription Warrants
("OBSA"), dated as of September 24, 2002, by Publicis Groupe
S.A. (incorporated by reference from Exhibit 4.2 to the Form
4/A filed by Publicis Groupe S.A. on August 12, 2002).
(d)(1)(B) Strategic Alliance Agreement, dated as of November 30, 2003,
by and between Publicis Groupe S.A. and Dentsu Inc.
(incorporated by reference from Exhibit 99.3 to the Schedule
13D/A filed by Dentsu Inc. on December 5, 2003).
(d)(1)(C) Shareholders' Agreement, dated as of November 30, 2003, by and
between Publicis Groupe S.A. and Dentsu Inc. (incorporated by
reference from Exhibit 99.4 to the Schedule 13D/A filed by
Dentsu Inc. on December 5, 2003).
(d)(1)(D) First Amendment to Shareholders' Agreement, dated as of
September 24, 2004, by and between Publicis Groupe S.A. and
Dentsu Inc. (incorporated by reference from Exhibit 99.11 to
the Schedule 13D/A filed by Dentsu Inc. on October 7, 2004).
(d)(1)(E) Shareholders' Agreement, dated as of November 30, 2003, by and
between Elisabeth Badinter and Dentsu Inc. (incorporated by
reference from Exhibit 99.5 to the Schedule 13D/A filed by
Dentsu Inc. on December 5, 2003).
(d)(1)(F) First Amendment to Shareholders' Agreement, dated as of
September 24, 2004, by and between Elisabeth Badinter and
Dentsu Inc. (incorporated by reference from Exhibit 99.10 to
the Schedule 13D/A filed by Dentsu Inc. on October 7, 2004).
(d)(1)(G) Agreement and Plan of Merger among Publicis Groupe S.A.,
Philadelphia Merger Corp., Philadelphia Merger LLC and Bcom3
Group, Inc., dated as of March 7, 2002 (incorporated by
reference from Exhibit 2.1 to the Form 6-K furnished to the
SEC by Publicis Groupe S.A. on March 14, 2002).
(d)(1)(H) Commitment Letter, dated as of January 2, 2006, from Dentsu
Inc. to Publicis Groupe S.A.****
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
* Previously filed as Exhibit 99.1 on Schedule TO-C by Publicis Groupe
S.A. on January 3, 2006.
** Previously filed as Exhibit 99.1 on Schedule TO-C by Publicis Groupe
S.A. on January 17, 2006.
*** Previously filed on Schedule TO by Publicis Groupe S.A. on January 31,
2006.
**** Previously filed on Schedule TO by Publicis Groupe S.A. on January 17,
2006.
***** Filed herewith.