Paris-Boston, November 3, 2014.

Publicis Groupe and Sapient today announced that they have entered into a definitive agreement under which Publicis Groupe will acquire Sapient in an all-cash transaction for $25.00 per share. The agreement has been approved unanimously by the Management and Supervisory Boards of Publicis Groupe and the Board of Directors of Sapient.

Transformative acquisition establishes Publicis Groupe as the clear leader in the digital age:

– Accelerates achieving Publicis Groupe’s objective to become the leader at the convergence of communication, marketing, commerce and technology

– Will create a platform to be named Publicis.Sapient — the largest and most advanced — focused exclusively on digital transformation and the dynamics of an always-on world across marketing, omni-channel commerce, consulting and technology

– Publicis Groupe digital revenues will account for more than 50%, three years ahead of 2018 plan

– Publicis Groupe strengthens leadership with Sapient CEO and Co-Chairman Alan J. Herrick joining

– Publicis Groupe senior management team (Directoire+) as CEO of Publicis.Sapient; Jerry A. Greenberg, Co-Founder and Co-Chairman of Sapient, joining Publicis Groupe Supervisory Board

– Transaction approved unanimously by the Management and Supervisory Boards of Publicis Groupe and the Board of Directors of Sapient, which unanimously recommends Sapient shareholders accept the Publicis Groupe tender offer

– Accelerates Publicis Groupe growth and accretive to headline EPS

The acquisition is expected to be accretive to Publicis Groupe’s headline EPS. In addition to generating run-rate annual cost synergies of €50 million, there will be substantial opportunities for Publicis.Sapient to work together with Publicis Groupe’s other businesses to create new avenues of growth.

Under the terms of the agreement, Publicis Groupe will acquire all of the outstanding shares of Sapient for $3.7 billion, or $25.00 per share, in cash. The purchase price represents a 44% premium to Sapient’s closing stock price on October 31, 2014, the last trading day prior to the announcement of the agreement. Publicis Groupe expects to fund the purchase price with cash on hand and the proceeds of bank and/or capital market indebtedness, without issuing any new equity. In connection with its entry into the agreement, Publicis Groupe has obtained a firm financing commitment from Citi.

The transaction has been unanimously approved by the Management and Supervisory Boards of Publicis Groupe and the Board of Directors of Sapient. The acquisition is structured as a cash tender offer for all Sapient shares.

In connection with the tender offer, Jerry A. Greenberg, J. Stuart Moore, and Alan J. Herrick have entered into a tender and support agreement with Publicis Groupe pursuant to which they have agreed to tender an aggregate of approximately 18% of Sapient’s outstanding shares in the offer.
The completion of the tender offer is subject to certain customary terms and conditions, including the tender of at least a majority of the outstanding shares of Sapient, antitrust and other regulatory clearances in the US, and antitrust clearance in Germany. The transaction is expected to close in the first quarter of 2015.

The merger agreement provides that following the successful completion of the tender offer, Sapient will merge with a subsidiary of Publicis Groupe and become a wholly-owned subsidiary of Publicis Groupe, and all remaining outstanding shares of Sapient common stock will receive the same consideration paid to stockholders in the tender offer. Following the completion of the transaction, the common stock of Sapient will be delisted from Nasdaq.

About Publicis Groupe
Publicis Groupe (Euronext Paris FR0000130577, CAC 40) is one of the world’s leading communications groups. The Groupe offers a full range of services and skills: digital (DigitasLBi, Razorfish, Rosetta, VivaKi, Nurun), advertising (BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate communications and events (MSLGROUP), media strategy, planning and buying (Starcom MediaVest Group and ZenithOptimedia), healthcare communications, with Publicis Healthcare Communications Group (PHCG), and finally, brand asset production with Prodigious. Present in 108 countries, the Groupe employs 63,000 professionals.
www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook: www.facebook.com/publicisgroupe | Viva la Difference !

About Sapient
Sapient is a global services company that helps clients transform in the areas of business, marketing, and technology. The company operates three divisions that enable clients to gain a competitive advantage and succeed in an increasingly digital world. SapientNitro, Sapient Global Markets, and Sapient Government Services fuse insight, creativity, and technology to drive innovation and to help clients navigate complex business problems. Our approach is the subject of case studies used by MBA programs at Harvard and Yale. The company has operations in The Americas, Europe, and Asia-Pacific. For more information, visit www.sapient.com

BBHCACclientsdigital transformationEPSLeadershipMarketingMBAPublicis GroupePublicis WorldwideSapientSapient Government ServicesStuart Moore