The following is the text of a Nov. 17 letter to Publicis President Maurice Levy released by the True North Communications.
The board of directors of True North considered your unsolicited letter dated Nov. 10, 1997, at our regularly scheduled board meeting held on Nov. 12. Your letter was discussed at length and the board had the benefit of counsel from its legal and financial advisors--Sidley & Austin and Morgan Stanley. We have been asked by the Board to respond to your letter.
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to merge with True North
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|True North's response to Publicis|
The Board unanimously (with Ali Wambold, your Publicis designee, recusing himself and Mike Murphy [an outside director of True North] absent due to illness) resolved to decline your invitation to meet to discuss the transaction which you are prepared to propose. Among other things:
The board reaffirmed its desire to pursue the pending merger transaction with BJK&E (Bozell) because we feel it is in the best interests of our shareholders.
As best as the board can understand the financial terms of your letter, they are not materially different from other strategic alternatives which the board has explicitly considered and turned down in the past.
The board believes it is unrealistic to ignore a decade of difficulties between our two companies, which (if they were to persist) would directly and adversely affect the value of any combination you propose, and further believes any such combination could cause significant fallout of key clients and key employees.
The board concluded after being advised by counsel that your letter does not provide a basis which would allow us, in keeping with our contractual obligations to Bozell, to engage in discussions.
The board has been advised that your letter stating that you are prepared to make a proposal would require significant discussion and time to define and execute, thereby significantly jeopardizing our timetable for other considerations.
The board remains committed to the Bozell deal and must point out that our progress in moving toward closing it is being delayed by lack of responsiveness from Publicis in providing the information it is contractually required to provide for our SEC filing. While Publicis is obviously free to vote in any manner it chooses, we urge that it carefully, fully and promptly comply with its obligations under the May 19, 1997 Agreement wherein it promised to take reasonably requested action in support of a True North acquisition. We believe that, when Publicis reviews the information contained in the proxy statement, it will ultimately conclude that the True North/Bozell transaction will benefit the existing stockholders.
Very truly yours
[chairman-CEO of True North]
[Non-executive chairman and outside director]