SEC REVIEW DELAYS BCOM3 SHAREHOLDER VOTE

Ballot on Acquisition by Publicis Now Scheduled for September

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NEW YORK (AdAge.com) -- Bcom3 Group expects to schedule a shareholder vote on its $3.2 billion acquisition by France's Publicis Groupe in September, but approval is held up by an accounting issue, according to documents filed with the U.S. Securities and Exchange Commission today.

Accounting issue
In a message to shareholders disclosed to the SEC, Bcom3 Chairman-CEO Roger Haupt said though the SEC's review is nearing an end, it is held up by a technical difference between French and U.S. accounting regulations.

"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," Mr. Haupt's message said.

"We're optimistic that the deal will close in September," a Bcom3 spokesman said.

Full SEC review required
The acquisition was cleared in June by the European Commission and by Publicis shareholders, leaving only approval by U.S. regulators to complete the deal this summer.

The three-part deal -- also involving Japan's Dentsu -- was initially expected to close in June until the SEC sought a full review.

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