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Deadline Approaches

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The Bcom3 shareholders vote on the proposed acquisition by Publicis is expected to make an early September deadline, despite a longer-than-anticipated review by the Securities and Exchange Commission, Bcom3 officials said.

"Our goal is to have the prospectus in your hands in August and a vote in September, but we obviously can't control the response rate of the SEC," Bcom3 CEO Roger Haupt wrote in a memo to company shareholders last week.

The transaction, ini tially expected to close by mid-June, re mains under SEC scrutiny. Although such deals often are approved quickly, sources said with the many corporate scandals, the SEC is extremely busy.

But the main issue delaying the process is a variance between French and U.S. law regarding the registration of foreign debentures, according to Chris Kimball, Bcom3's chief legal officer. The debentures in question are part of a cash and securities package Bcom3 share holders will receive at the transaction's close. Despite the discrepancy, Kimball said he expected the deal to win SEC approval shortly.

"Both countries have a general principle to work these things out, so that world commerce can continue," he added.

Publicis shareholders and the European Union have approved the deal.

In earlier filings, Publicis and Bcom3 shareholders set Sept. 7 as an "outside date" for an acquisition vote if all regulatory hurdles were cleared. If SEC approval does not come by then, the vote deadline shifts to Dec. 7.

Publicis revealed its intentions to acquire Bcom3 in early March. As part of the deal, Bcom3 partner Dentsu, Tokyo, will take a 15 percent stake in the new Publicis.