Second Act for Aegis, Bolloré

NEW YORK Aegis Group today scheduled an extraordinary board meeting for Nov. 22 to consider a proposal from 29-percent shareholder Vincent Bolloré to elect two new board members of his choosing.

Bolloré, who is the largest stakeholder in London-based Aegis, also serves as chairman of rival holding company Havas, though his investment in Aegis is managed separately.

Separately, Publicis Groupe CEO Maurice Lévy this week in a published report said he was considering an acquisition. Though he did not name the targeted company, Lévy last year made overtures to Aegis, floating a potential bid that was valued at close to $3 billion.

After WPP Group and investment firm Hellman & Friedman floated a similar offer for Aegis, Publicis bowed out.

WPP, whose main interest in Aegis is its research arm Synovate, eventually also withdrew. Sources said WPP and Hellman & Friedman had talks with Bolloré about a three-way offer for Aegis, but no bid emerged. Aegis also owns the Carat, Isobar and Vizeum agency networks.

In his comments earlier this week, Lévy said an acquisition was one of several options the company was mulling, along with a possible stock buyback or shareholder dividend. If the company were to make a renewed offer for Aegis, Bolloré holds enough shares to veto the deal. (Publicis did make an acquisition today, adding Tokyo-based events marketing shop Emotion to its stable. Emotion works for clients such as Adidas, Cartier and L’Oreal, and has been especially active in China in recent years.)

Aegis has advised shareholders to vote down Bolloré’s board proposal, citing the conflict of interest presented by his leadership of Havas.

The reasons for rejecting Bolloré’s request now “are exactly the same as earlier in the year,” Aegis said, referring to his failed bid in June to gain two seats during a vote at the company’s annual meeting [Adweek Online, June 14].

Reports surfaced this week of a possible link between Bolloré and another Aegis stakeholder, EFL, an investment fund based in the Philippines with a 2.3 percent investment in the company. EFL began accumulating shares in the agency in the summer of 2005, at the same time Bolloré began increasing his own level of ownership.

It is understood that Bolloré and EFL were the only shareholders to vote in favor of Bolloré’s request for board representation in June.

That in turn has sparked questions about whether EFL and Bolloré are acting in concert. If they are, that could force them to make a bid for all of Aegis, thereby forcing Bolloré’s hand. (Any stakeholder group whose combined holding exceeds 30 percent passes an ownership threshold that requires a bid be made for the whole company per U.K. law.)

Aegis declined to comment on whether it had asked the U.K.’s Takeover Panel to look into possible links between EFL and Bolloré.

The Takeover Panel does not comment on investigations it undertakes. EFL and Bolloré couldn’t be reached for comment.

Holdings of Paris-based Havas include agency networks Arnold, Euro RSCG and MPG.

Bolloré, in a move separate from his oversight of Havas, also has taken a stake in soon-to-launch Paris startup Fred/Farid/Lambert, helmed by three former Publicis executives.