No Aegis Board Seats for Bolloré

BOSTON Aegis Group today said shareholders at its annual meeting in London rejected Vincent Bolloré’s bid to appoint two members to the company’s board.

Of the 75 percent of eligible votes cast, 94 percent of those not controlled by Bolloré called for the rejection of the French financier’s proposed appointments, Aegis said. All told, 58 percent of the votes cast went against Bolloré.

Lord Sharman, chairman of Aegis, said in a statement, “So far as we are concerned this was a single disagreement about a single issue of principle and we remain committed to an open and frank dialogue with all of our shareholders, including Bolloré Group. In the meantime, we will continue to run the company to build outstanding value for all our shareholders.”

Bolloré serves as chairman of Paris-based holding company Havas and also owns more than 29 percent of U.K.-based Aegis, parent of the Carat and Isobar agency networks.

He is now expected to call an extraordinary meeting of Aegis shareholders in the fall as part of his ongoing efforts to gain more operational clout at the company.

Bolloré, who gained control of Havas last summer after a protracted struggle with subsequently deposed CEO Alain de Pouzilhac, had nominated Philippe Germond (a former COO of Alcatel) and Roger Hatchuel (former Cannes Lions chairman) to join the Aegis board.

Last Friday, the Aegis board notified shareholders that voting on all proposals at today’s meeting would be conducted by formal polling of all shares, and not the less formal “show of hands” method often used at U.K. shareholder gatherings. The move was widely seen as an effort to help defeat Bolloré’s board nominations [Adweek Online, June 9].

Aegis had espoused the view that granting Bolloré board representation constituted a conflict of interest, likening it to Pepsi nominating members to the Coca-Cola board.

In recent weeks, analysts had increasingly given the Bolloré proposal scant chance of gaining acceptance.

“We expect Bolloré’s resolutions not to pass,” wrote Delphine Dahirel, a research analyst with the French investment company Exane BNP Paribas, in a report issued two weeks ago. “He will have to buy the company if he wants to develop synergies with Havas.”

Deutsche Bank analyst Patrick Kirby agreed. “An Aegis alliance with Bolloré would clearly help stabilize Havas,” he said. “However, this is not a necessary or desirable deal from Aegis’ perspective.”

Sources have said Bolloré has not discussed purchasing Aegis outright. Last year, he explored the possibility of teaming with London’s WPP Group and San Francisco-based investment firm Hellman & Friedman to buy Aegis, but talks broke off. Earlier this year, WPP CEO Martin Sorrell confirmed that his main interest in Aegis was to acquire its research arm, Synovate, and that he was still interested in possibly acquiring it.

Bolloré’s interest in Aegis is maintained through a company operated separately from Havas, parent to the Arnold, Euro RSCG and MPG networks.

Should Bolloré’s stake in Aegis surpass 30 percent, he would be required under U.K. law to make a formal bid for the company.