Bollore Loses Bid For Aegis Board Seats

Havas Chairman Blocked a Second Time, but Vows to Press Forward

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LONDON ( -- Aegis Group shareholder Vincent Bollore likened the Aegis board to his own children today, revealing just how frustrated he is at his failure to gain representation at the media company's top table.
Vincent Bollore
Vincent Bollore

Mr. Bollore, a father of four, said that when his children were young and they closed the door on him, he knew they certainly weren't doing their homework and were up to no good. His tirade came just moments before the results of today's shareholder vote on Mr. Bollore's two candidates for the Aegis board of directors was announced, shutting the door on his proposals for the second time in six months.

High shareholder turnout
Turnout at Aegis' Extraordinary General Meeting was high -- 77.2% of shareholders voted, with 45.2% voting against Mr. Bollore's candidates, compared to 44.7% at the company's annual general meeting in June. What this means is that of shares not controlled by Mr. Bollore's Bollore Group, 94.2% of those shares rejected his proposals.

The 12-strong Aegis board is determined to block Mr. Bollore's representatives, former Cannes Lions festival owner Roger Hatchuel and French businessman Philippe Germond, from its ranks, with the belief that both men represent a conflict of interest. Mr. Bollore, who holds nearly 30% of Aegis Group shares, is also chairman of rival advertising company Havas, as well as chairman of Bollore Group.

Lord Sharman at the meeting said, "We think that in view of Groupe Bollore's interest in Havas, one of our competitors, anyone nominated by [him] would have an irreconcilable conflict of interest and could not be accommodated on the board while maintaining good governance standards."

The Frenchman announced that he will not give up the fight. "Our right is to convocate shareholders as often as we wish and we will continue to do this," he said.

Not on speaking terms
Mr. Bollore claimed that the board was not speaking to him, adding, "It is not healthy or worthwhile to be in such a relationship with your biggest shareholder, especially if he has indicated that he is ready to stay for the long term. For a communications company it is not a good reference." He also compared the board to a "sect in a temple."

Mr. Bollore called a press conference this morning after the meeting in London, where Aegis is headquartered, seating Messrs. Hatchuel and Germond at his side. He argued that the Aegis board needs "new blood" and even suggested that shareholders were being persuaded to vote against his representatives because they believe that rejection will force Mr. Bollore to make a bid for the whole company at a very high price.

Arguing his case, Mr. Bollore said, "Our continued investment has increased the value of the shares, and I want to be sure that the price is linked to the real value of the company and not just bid speculation."

Hard-driving reputation
Mr. Bollore has earned a reputation in Europe as a hard-driving shareholder who buys into companies at low prices, takes seats on boards, then pushes for management change and eventually sells for a profit. In late 1997, Mr. Bollore's Bollore Technologies, a unit of Bollore Group, began buying shares of French TV, construction and telecom group Bouygues. By early 1998, Mr. Bollore was the company's second-largest shareholder, and his company and SCDM, the holding company for Bouygues, created a joint venture. Mr. Bollore, along with two Bollore Group executives, joined the company's board. Throughout 1998, Mr. Bollore criticized Bouygues' move into telecommunications and a year later sold his stake in the company. Another of Mr. Bollore's takeover attempts, of Groupe Rivaud in 1996, took six years to complete.

One executive familiar with Mr. Bollore said he believes that the French financier intends to maintain his holding in Aegis and, as he's done in the past, wear down shareholders over time to eventually gain more control over the media services company. He has expressed a desire to create closer ties between Aegis' media-buying agencies, Carat and Vizeum, and Havas' media services arm, MPG.

Professionalism trumps friendship
Messrs. Hatchuel and Germond at today's Bollore Group press conference emphasized their independence and the skills that they could bring to the board. Mr. Hatchuel said, "My first responsibility is confidentiality. Friendship is wonderful but professionalism is ahead of everything. It's an offense to consider that we may be spying for Mr. Bollore."

Mr. Bollore backed this up: "I will never receive and they will never give me any confidential information."

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Lisa Sanders contributed to this report.
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