Shareholders Approve Sale Of Circle.com To Havas

BOSTON–At a special meeting Tuesday, Circle.com shareholders overwhelmingly approved the sale of the i-shop to Havas Advertising, according to John Cooper, executive vp and managing director of Havas North America. Shareholder approval may have been as high as “99 percent,” Cooper said.

The transaction, in which Circle shares are being swapped for Havas depository shares traded on the Nasdaq exchange, is expected to close before end of day Wednesday, Cooper said.

The total price tag for the acquisition is still being tabulated but has been estimated in excess of $20 million, according to papers filed with the Securities and Exchange Commission.

Upon completion of the deal, Circle will stop trading on the Nasdaq exchange, where shares have hovered around $1 for the past year.

Havas last year purchased Circle parent Snyder Communications, Bethesda, Md., for $2.1 billion. Circle shares, traded separately from the shares of its parent, had remained outstanding. Circle has been 18 percent owned by Snyder; it is now operated as a unit of Havas’ Euro RSCG network in New York, and will be rebranded Euro RSCG Circle.

The deal is being consummated in the face of a class action suit filed earlier this month in a Federal court in Delaware, which alleges that Circle investors are not being properly compensated because Havas and Snyder did not hold separate negotiations for Circle. Although Havas has not filed a response in court, Cooper on Tuesday reasserted Havas’ contention that the suit is without merit.