NEW YORK Aegis Group today urged shareholders to veto a proposal from Havas chairman Vincent Bolloré to add two directors to the Aegis board at the company's annual meeting, which has been rescheduled to June 14 from May 24.
Bolloré this week upped his stake in Aegis to 27.5 percent from 25.5 percent. He manages his Aegis investment through a company separate from Havas, parent of the Arnold, Euro RSCG and MPG agency networks.
Bolloré is seeking to place Philippe Germond and Roger Hatchuel on the Aegis board. (Germond is a former president of French wireless phone company Alcatel. Hatchuel is the former director of the Cannes International Advertising Festival.)
Five of 11 board seats are up for re-election, including the seat held by Carat Americas CEO David Verklin.
Aegis in a statement today cited the "conflict of interest" represented by Bolloré's controling stake in Havas: "Accordingly, the board believes it is not possible for any director appointee proposed by Bolloré Group to be deemed sufficiently independent to act in the interest of all Aegis shareholders."
Aegis also said, "The board remains absolutely focused on delivering full value for all Aegis shareholders and will not favor any single shareholder group over and above the interests of Aegis shareholders as a whole."
A Bolloré representative could not immediately be reached for a response. Bolloré's director slate needs a simple majority of votes to gain approval.
Last summer, Bolloré took control of Havas after accumulating 22 percent of the Paris-based holding company and proposing a slate of directors for the Havas board at its annual meeting. A majority of investors sided with Bolloré, including the influential Rodés family, who founded Havas media network MPG. That corporate battle concluded with the resignation of Havas chairman and CEO Alain de Pouzilhac, who had opposed Bolloré.
Since last summer, Bolloré has held intermittent talks with Aegis executives about a possible working alliance between that London-based company and Havas.
Bolloré late last year also talked to WPP Group in London and San Francisco-based investment firm Hellman & Friedman in an effort to put together a three-way bid for Aegis. (WPP has expressed interested in Aegis' research company Synovate, while Hellman & Friedman would acquire the remaining assets, including the Carat and Isobar agency networks.)
After WPP and Hellman opted not to bid on Aegis, those firms under U.K. law had to wait six months before making another run at the company. That deadline is up on May 25. (Earlier this year, WPP CEO Martin Sorrell said he is still interested in a possible bid. Maurice Lévy, CEO of Publicis Groupe, another potential suitor, has also indicated that his Paris-based holding company remains interested in Aegis.)