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BOLLORE WINS FOUR BOARD SEATS IN HAVAS STRUGGLE

Alain de Pouzilhac Fails in Quest to Block Raider

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PARIS (AdAge.com) -- In a crushing defeat for Alain de Pouzilhac, chairman-CEO of Havas, the company’s shareholders today voted in favor of Vincent Bollore, the company’s single largest shareholder with a 20% stake, giving him four seats on the French advertising holding company’s board.
Vincent Bollore has won his battle against Alain de Pouzilhac for four seats on the Havas board.
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Stockholders meeting
The outcome of today’s vote, announced this afternoon at an annual meeting in Paris that started at 10 a.m. and lasted more than four hours, revealed that shareholders largely favor the addition of new blood to the advertising company’s management. Mr. Bollore himself, who heads Bollore S.A., and is both an industrialist as well as a strategic investor, won the second-largest percentage of votes (59.3%) of all nominees to the board, second only to Jacques Segula, a Havas director and France's best-known creative director, who was re-elected by 87% of shareholders.

“Democracy has worked,” Mr. Bollore told reporters after the meeting. “It is fair enough: We are the biggest shareholder. I am pleased that we got the seats.”

Sidewalk protesters
Anticipating a crowd, Havas rented a large hall rather than holding the meeting at its own offices as usual. Outside the building, Havas staffers had gathered with a big “Don’t Touch My Havas” sign in response to fears that Mr. Bollore will gain control of Havas and break up the world’s sixth-largest advertising holding company. Inside, the audience was a who’s who of French business leaders and a crowd of Havas executives. Jim Heekin, chairman-CEO of Havas-owned Euro RSCG Worldwide, sat in the front row, and his counterpart at Havas’s Arnold Worldwide, Chairman-CEO Ed Eskandarian, was also in the audience.

Suspense had built among Havas-watchers about Mr. Bollore's appearance at the shareholders meeting and what he would reveal about his plans for the company. He was not part of the meeting's agenda, and spoke only during the question period after the voting when a shareholder asked him to describe his intentions for Havas. Invited to the stage by Mr. de Pouzilhac to respond, Mr. Bollore said, “Havas is a beautiful company. It has made unfortunate investments abroad and doesn’t need to make acquisitions in order to develop. I don’t think it had the resources to buy Grey. Apart from that, I cannot say more. We intend to stay, we are here for the long term.”

De Pouzilhac vs. Bollore
Mr. de Pouzilhac and Havas management throughout the spring urged shareholders to vote against Mr. Bollore’s nominations for the company’s board, arguing that since Bollore S.A.’s investment in Havas began last summer, Mr. Bollore has not been clear about his intentions. Mr. de Pouzilhac has accused Mr. Bollore on multiple occasions in newspapers of plotting a creeping takeover of Havas. Mr. Bollore today criticized Mr. de Pouzilhac and his public relations counselor for attacking him. He said in constrast to Mr. de Pouzilhac he gave only two interviews.

Mr. Bollore’s three additional nominees to the board, all executives of various Bollore entities -- Marc Bebon, Cedric de Bailliencourt and Thierry Marraud -- accrued 51% or more of shareholders’ approval.

Havas management did not fare as well. In April, the company proposed expanding the board from 13 to 16 directors. Shareholders renewed the terms of two of three current Havas board directors up for re-election -- Mr. Seguela and Michel Boutinard Rouelle -- but didn’t re-elect Thierry Meyer. And only two of Havas’ three candidates to join the board -- Laurence Parisot and Perre Bouchut -- made the cut. A third, Michel Rouger, was not elected. To add and re-elect board members, shareholders simply voted on all the candidates, and those with the highest percentage of shareholder approval won.

Havas share price closed in Paris almost unchanged, at $5.71, compared to $5.85 at the end of the day on Wednesday. Since August 2004, the company’s share price has risen by 35%.

De Pouzilhac's ultimate fate
As the meeting drew to a close, Mr. de Pouzilhac somewhat cryptically told the audience, “I’ll bear the consequences.” Speculation has swirled that Mr. de Pouzilhac, who turns 60 this Saturday, might resign. Asked by reporters whether he’ll push for that, Mr. Bollore said, “I don’t wish for him to go, but if he does, Havas will continue."

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