Publicis Groupe SA (ENXTPA:PUB) reached a conditional agreement to acquire all outstanding shares of LBi International NV (ENXTAM:LBI) from Janivo Holding BV, Red Valley Luxembourg S.à r.l., Exploitatie Maatschappij Westerduin B.V., Carlyle Europe Technology Partners, L.P. fund of The Carlyle Group LP (NasdaqGS:CG), CF I Invest C.V. fund of Cyrte Investments B.V. and others for approximately €400 million in a cash offer on September 20, 2012. Publicis Groupe SA shall pay €2.85 for each share of LBi International. The offer period will be at least eight weeks and not more than ten weeks. Publicis Groupe will finance the offer from its own readily available resources and by conducting the public offer. On termination of the merger agreement because of a breach of exclusivity by LBi, a Superior Offer or a material breach of the merger agreement, LBi International will forfeit a termination fee to Publicis Groupe of €7.5 million and Publicis Groupe shall equally forfeit a similar termination fee of €7.5 million.

On completion of the acquisition, the Supervisory Board of LBi International will consist of seven members of whom five shall be appointed by the general meeting of shareholders upon nomination by Publicis Groupe and two shall be current members of the Supervisory Board, who are considered independent members. As of September 24, 2012, shareholders representing 65% of the shares of LBi willingly tendered their shares. Consequently, Publicis has received undertakings representing about 70% of the capital of LBi. As of September 27, 2012, Publicis Groupe has acquired approximately 2.08 million shares in LBi. As of October 17, 2012, Publicis had acquired 18.17% shares and obtained irrevocable undertaking of 63.04%. As of October 18, 2012, Publicis had acquired 83.92% stake in LBi International NV. The deal will become unconditional when Publicis Groupe acquires 95% of the outstanding shares.

The deal is subject to the merger agreement having occurred, approval of the offer document by the Dutch financial regulator, Autoriteit Financiële Markten, competition clearances and a minimum acceptance of 90% of LBi's shares on a fully diluted basis. The Boards of LBi International fully support and unanimously recommend the offer to LBi's shareholders. The deal is expected to close in the first quarter of 2013. The transaction is expected to be accretive to Publicis Groupe's earnings per share in the first year post acquisition, before the impact of any synergies and integration costs. As of October 2, 2012, 78.46% stake in LBi International was acquired by Publicis Groupe. As of October 3, 2012, Publicis acquired further 0.78 million shares. Publicis has also received irrevocable undertakings for a total 115 million shares, which represent 76.81% of issued and outstanding capital. As of October 8, 2012, Publicis acquired further 0.625 million shares.

As of October 24, 2012, Publicis acquired further 0.302 million shares. As of October 26, 2012, Publicis acquired additional 1,618 shares. As of November 5, 2012, Publicis Groupe SA acquired additional 12,000 shares or 84.25% stake in LBi International NV. As of November 7, 2012, Publicis acquired additional 0.98 million shares taking the total stake to 85.92%. As of November 9, 2012, Publicis acquired additional 0.12 million shares taking the total stake to 86%. As of November 12, 2012, Publicis acquired additional 0.2 million shares. As of November 15, 2012, Publicis acquired additional 0.03 million shares taking the total stake to 86.24%. As of December 5, 2012, the total of LBi shares owned by Publicis Groupe, undertakings received and the Share B represents 87.3% of the fully diluted share capital of LBi. As of December 17, 2012, Publicis Groupe owned 22.05% stake in LBi and have received irrevocable undertakings for 87.52% of the fully diluted share capital of LBi. As of December 20, 2012, Publicis Groupe owned 22.69% stake in LBi and received irrevocable undertakings for 87.53% of the fully diluted share capital of LBi. As of January 3, 2013, Publicis Groupe received undertakings for 87.57% stake in LBi. As of January 8, 2013, Publicis Groupe received undertakings of 88.54% stake in LBi. As of January 15, 2013, holds 97.37% stake fully diluted share capital of LBi. The settlement of offer will take place on January 21, 2013 and remaining shares will be tendered in post accepetance period staring from January 16, 2013 to January 29, 2013. As of January 23, 2013, Publicis Groupe acquired 0.02 million shares, taking the total stake to 94.68%.

Jefferies International Limited acted as financial advisor and a fairness opinion provider to LBi International NV and ABN Amro Bank N.V. acted as a fairness opinion provider to Supervisory Board of LBi International. Claire Verhagen and Frank Jansen of Citigate First Financial acted as PR advisor in the deal. James Robertson and Marnix Vanderkley of UBS and SNS Securities N.V. and Mangold Fondkommission AB acted as settlement agents for Publicis. Maarten Muller and Floris Pierik of Allen & Overy acted as legal advisor to Publicis Groupe SA. Hervé Jauffret and Richard Hall of Ernst & Young acted as financial due diligence provider to Publicis Groupe SA. Ilene Knable Gotts and Yuni Yan of Wachtell, Lipton, Rosen & Katz acted as legal advisor for Publicis. Bas Vletter of Loyens & Loeff acted as legal advisor to LBi International. PwC Ohrlings PricewaterhouseCoopers AB and PricewaterhouseCoopers Accountants N.V. acted as accountants to LBi International NV. Lepe Partners LLP acted as financial advisor for Publicis Groupe SA.

The costs of LBi's fees of legal advisers, financial advisers, tax advisers, accountants and communications advisers and other advisers incurred and expected to be incurred in relation to the Offer amount to approximately €6.5 million. The costs incurred or to be incurred by the Offeror and Publicis Groupe in relation to the Offer are expected to amount to approximately €4 million and comprise bank adviser fees, Settlement Agent and Swedish Settlement Agent fees, broker commissions, legal fees, financial and tax due diligence fees, public relations and communications advice and printing.

Publicis Groupe SA (ENXTPA:PUB) completed the acquisition of all outstanding shares of LBi International NV (ENXTAM:LBI) from Janivo Holding BV, Red Valley Luxembourg S.à r.l., Exploitatie Maatschappij Westerduin B.V., Carlyle Europe Technology Partners, L.P. fund of The Carlyle Group LP (NasdaqGS:CG), CF I Invest C.V. fund of Cyrte Investments B.V. and others on January 29, 2013. As of January 29, 2013, the total shares owned and tendered by Publicis are 95.41%. Publicis will initiate a squeeze out procedure as soon as possible, in order to acquire the remaining shares not held by Publicis. As of February 7, 2013, the delisting of the shares will take effect on March 7, 2013. The last trading day will be March 7, 2013. Delisting of the shares was approved by NYSE Euronext Amsterdam.