Digitas Prepares To Swallow Pill, Sets Takeover Plan

In a move presaging a potential run of M&A activity for interactive advertising services, Digitas Wednesday adopted a shareholder rights plan in an effort to dissuade a hostile takeover. It was unclear at presstime whether the move was precipitated by any specific overtures, but there were no public filings of an offer to acquire a large amount of Digitas shares, and there was no chatter on any of the Digitas shareholder message boards.

Nonetheless, the Digitas Chairman-CEO David Kenny stated the company was adopting the plan to "ensure that shareholders receive fair treatment in the event any coercive takeover attempt of Digitas Inc. is made in the future."

Digitas, one of the largest publicly traded interactive agency holding companies, owns both Digitas and Modem Media, a pioneer in the field.

The rights plan is structured, he added, to provide the Digitas board with "sufficient time to consider any and all alternatives to such an action."

Structurally, the plan distributes a dividend of one preferred stock purchase right for each outstanding share of Digitas' common stock owned by investors as of the close of business on Jan. 26.



The rights become immediately exercisable either if someone acquires or commences a tender offer to acquire 15 percent or more of Digitas' common stock.

As of Jan. 24, Michael Bronner, founder and chairman of Upromise Inc. and a Digitas director, was the largest individual shareholder with less than 2 percent of Digitas' stock. Credit Suisse Asset Management was the largest institutional investor with 4.35 percent of Digitas stock, as of Sept. 30, 2004.

On Friday, Digitas announced it had amended its severance agreements with top managers including Kenny, Laura Lang, president of Digitas; and Brian Roberts, chief accounting officer. The terms boost Kenny's severance payment and immediately vesting any shares of restricted stock held by all three executives.

Digitas has scheduled a conference call for 4:30 (ET) Thursday to discuss its fourth quarter and full year 2004 earnings and update investors and analysts.

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