Aegis Sets 'Extraordinary' Meeting, Asks Shareholders To Reject Bollore -- Again

Aegis Group today announced it will hold an "extraordinary general meeting" of its shareholders on Nov. 22 to consider the request of its largest shareholder, Vincent Bollore, to give two of his hand-picked appointees seats on the Aegis board. Aegis' management team also called on its shareholders to reject the request to give the appointees, Philippe Germond and Roger Hatchuel, seats on the board, citing the same reasons the management team and Aegis shareholders rejected them when they were first submitted in June.

"In that vote, shareholders made their collective view extremely clear - 94.1% of non-Groupe Bollore shareholders' votes were cast in line with the board's recommendation to vote against these proposals," Aegis said in a statement.

In a letter sent to shareholders today, Lord Sharman, the chairman of Aegis, reiterated the board's reasons for rejecting the nominees:

1. Any nominee put forward by Groupe Bollore has an overriding conflict of interest that makes them inappropriate to act as a director of Aegis. Vincent Bollore, the chairman and controlling shareholder of Groupe Bollore, is also chairman and, through Groupe Bollore, a substantial shareholder of Havas. Havas owns a major direct competitor to Aegis's media communications business. The important role of the Board in discussing commercially sensitive matters, setting forward looking strategy, and taking investment decisions, including acquisitions, would clearly be unacceptably compromised in the presence of any representative appointed directly or indirectly by a competitor.
2. The Board is strongly opposed to adding directors who may favor one particular shareholder group over and above the interests of shareholders as a whole. The current members of the Board are focused only on delivering full value for all Aegis shareholders. As exhibited by its continuing recommendation to vote against the proposals made by Groupe Bollore, the Board will always resist the efforts of any particular shareholder who seeks to exercise any form of undue influence or creeping control over Aegis without offering a full and fair price to all shareholders for that privilege.

The latest drama surrounding the fate of Aegis Group, the parent of some of the largest top media agencies, including Carat, Vizeum and Isobar, and prized media and marketing research assets, comes as Bollore appears to be stepping up a takeover play, and as other interests are circling about, including potentially Publicis Groupe and WPP Group.

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