The hearing was still underway at press time Friday, though Mr. Levy had completed his testimony.
TN shareholders are scheduled to vote on the Bozell deal Dec. 30. Publicis, in a rival proposal, has offered $28 a share to acquire 9.6 million TN shares that would give it control of TN. It already owns 18.5% of the Chicago-based company.
"True North management, particularly Chairman-CEO Bruce Mason, will do whatever it takes to eliminate the threat of Publicis," said a Publicis' attorney in his opening statement to the court. "They will enter into a merger with Bozell to the exclusion of better offers," he said, a reference to Publicis' tender offer.
TN's purpose, he continued, is to "enter into a transaction that blocks Publicis from going forward" with its offer.
"This isn't about an effort to stop Publicis," said True North's attorney. "It's about a unique opportunity to acquire Bozell."
Publicis' Mr. Levy said he was "at first, a bit surprised" when approached by Mr. Mason about the BJK&E deal last Aug. 1, and that he was not given sufficient financial information about BJK&E, a privately held company, to evaluate the offer.
He said it wasn't the first time a BJK&E-TN combination had been proposed. In August 1995, TN's board, which at the time included Mr. Levy, was presented a merger proposal, he said. At the time, Mr. Levy said he objected because of client conflicts --then including Mazda at TN and Chrysler at Bozell; Citibank at TN and Merrill Lynch at Bozell. Central to his qualms, he said, was his belief that a BJK&E deal wouldn't give TN a sufficient global network.
Mr. Levy said he first broached the subject of a TN-Publicis combination in October 1995 and was rebuffed by the TN board.
Copyright December 1997, Crain Communications Inc.