Paris match: de Pouzilhac, Bollore to duel

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On June 9, two days before his 60th birthday, Alain de Pouzilhac, the chairman-CEO of Havas, will face off with one of the most fearsome opponents he's yet encountered during a nearly four-decade career in advertising.

Mr. de Pouzilhac-whose family long ago owned a castle in a village in southern France near Nimes and is, technically, a baron-was described years ago as "the toughest man in advertising" by Martin Sloves, former chairman-CEO of Scali McCabe Sloves. He's also been called a "streetfighter who clawed his way to the top." One industry executive credits him with "cleaning up" Havas, which was state-owned for decades. "He turned it into a modern-day company." Certainly, the maxim Mr. de Pouzilhac once cited as his favorite-"Never assume you've won until you've really won"-suggests he's seen a battle or two.

His latest is certainly a crucial one. Havas shareholders in Paris will vote this week to determine whether or not Havas' largest single shareholder, French corporate raider Vincent Bollore, will be allowed representation on the company's board.

While not opposed in theory to having a large shareholder on the board, Mr. de Pouzilhac distrusts Mr. Bollore, who owns just over 20% of Havas. Both an investor and industrialist, Mr. Bollore, chief executive of his eponymously named company, wants four seats, each to be filled with executives from various Bollore entities.


Mr. Bollore on June 3 said in Le Monde he will attend the meeting in person and explain his position in front of shareholders. Mr. de Pouzilhac and Havas board members are urging shareholders to vote against Mr. Bollore's nominees, maintaining that Mr. Bollore wants to destabilize Havas.

As Mr. Bollore's stake has risen, Mr. de Pouzilhac has stepped up efforts to rally investor interest and encourage participation in the upcoming vote. That's an important move, because the company's share base is spread among a diverse lot of investors, mostly French (71% of shares outstanding, including Mr. Bollore's). Only one of Havas' 100 to 150 institutional investors (Sebastien Holdings) owns more than 5%. Moreover, as of September, management and employees combined owned less than half of 1% of Havas shares. Each nominee needs at least a majority of votes to be elected.

Mr. Bollore's interest in the company began 11 months ago and coincided with the start of Havas' financial turnaround. During an investor presentation last September, Mr. de Pouzilhac described Mr. Bollore as a new shareholder who is "potentially a factor of stability." By the late fall, however, any positive sentiment for his fellow countryman had dissipated. That's when, according to Mr. de Pouzilhac, Mr. Bollore told the Havas chief he supported Havas' pursuit of Grey Global Group. Days later, Mr. de Pouzilhac learned in the press that Mr. Bollore had been in discussions with WPP Group chief executive Sir Martin Sorrell, a rival who was also bidding for Grey, and eventually won.


Mr. de Pouzilhac in recent months has gone public-a stark contrast to Mr. Bollore's mostly behind-the-scenes approach. The Havas chief recently sent a two-page letter to shareholders urging them to vote against the Bollore proposals, because, he said, having the group represented on the board "bears risks, as much for your company as for your interest as a shareholder."

In a May interview with Le Figaro, Mr. de Pouzilhac alleges Mr. Bollore contacted company executives without management's knowledge to discuss their future. "That attitude is troubling," he said. "It is as if he controls the company." To encourage shareholders to vote, Havas has promised a voucher, good in numerous French stores, worth 10 euros ($12) to everyone who hands in a proxy. And at least 12,000 of Havas' petits actionnaires, or small shareholders (average ownership: 2,500 shares), now have a voice in Nicolas Miguet, a well-known, if controversial, French political figure and writer, who publishes a weekly investment magazine Bourse Plus.

"I am an opponent of Vincent Bollore," said Mr. Miguet, who is credited with helping to oust management at Eurotunnel. Those he represents, Mr. Miguet said, hold 7%-8% of outstanding shares.

In the end, said the industry executive, "it'll be a fight for control between two people. Everyone in France is very interested." But even if Mr. de Pouzilhac succeeds in minimizing Mr. Bollore's board participation, notes one analyst, "he still owns 20% of the company. What he does with it can still have an influence on Havas."


* Mr. de Pouzilhac has maintained that Mr. Bollore wants to destabilize Havas

* Approach is opposite of Mr. Bollore’s behind-the scenes tack

* Rallying voters with vouchers

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