• by Steve McClellan  @mp_mcclellan, November 12, 2012

Publicis Groupe today issued its formal offer to shareholders for Amsterdam-based digital agency LBi. The parties initially struck a deal in September. The formal offer values the agency at 416 million Euros, or $528.7 million at today’s exchange rate. The price being offered per share is 2.85 Euros or $3.62.

Publicis said it has received what it said were “irrevocable” commitments to sell from LBi investors holding nearly 65% of the Dutch agency’s outstanding shares. Those companies include Carlyle Europe Technology Partners, Cyrte Investments, Janivo, Red Valley and Westerduin, as well as all members of the LBi management boards and selected “senior managers,” including CEO Luke Taylor.

In addition, Publicis itself has acquired over 21% of LBi shares, thus giving it a potential controlling interest through owned shares and commitments to sell off around 86% currently.

The holding company has indicated that it wants to acquire 100% of the agency; Publicis has the right to cancel the deal if shareholders owning at least 90% of outstanding LBi stock do not tender their shares. Publicis said that LBi shares would be delisted once its stake reaches 95% of outstanding shares.

The agreement can also be terminated if LBi gets a better offer before closing, in which case Publicis would have a chance to match. The formal offer remains in effect until Jan. 15, 2013, with the possibility of an extension at the discretion of Publicis.

LBi has scheduled an extraordinary shareholder meeting on Dec. 20 to discuss the offer. Both the Management Board and the Supervisory Board of LBi have unanimously approved it.

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