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Publicis Groupe to Acquire Razorfish From Microsoft Corporation

August 9, 2009

PARIS and REDMOND, Washington, August 9 /PRNewswire-FirstCall/ –
Publicis Groupe SA (Euronext Paris: FR0000130577) and Microsoft Corporation
(NASDAQ: MSFT) jointly announced today that they have signed an agreement
under which Publicis Groupe will acquire Razorfish, a leading digital
marketing agency, in a transaction valued at approximately $530 million,
expected to be provided in a combination of cash and Publicis Groupe treasury
shares. In addition, the parties announced they have signed a Strategic
Alliance Agreement that will become effective at the closing of the
transaction.

“The acquisition of Razorfish is another step forward in realizing our
strategic vision of building a world leader in digital communications, a
critically important space for our clients,” said Maurice Levy, Chairman and
Chief Executive Officer of Publicis Groupe. “More than anything, this
acquisition should demonstrate that Publicis Groupe now presents a wider pool
of resources, talent, and expertise that will help our clients market their
products or services in a way that takes maximum advantage of the new digital
world. Our capabilities will be further enhanced by the great talent
throughout Razorfish, and we are happy to welcome this new addition to our
family.”

“Razorfish is known for extraordinary digital customer experiences and
brings with it a robust suite of tools that will enhance the current
portfolio of capabilities we are building to keep our clients connected to
people in an increasingly digital world,” added Mr. Levy. “The combination of
Razorfish’s assets with the complementary expertise we already possess will
be highly valuable to our clients and shareholders.”

Mr. Levy concluded, “When we complete this transaction, approximately a
quarter of our annual revenues will come from digital communications, and we
believe we have more capacity to grow with new clients. Equally important, we
are very pleased that as a consequence of this transaction, we are building
upon the strategic relationship with Microsoft that we announced in June to
explore ways to work together to help deliver innovative on-line solutions to
a broad spectrum of brand marketers.”

Steve Ballmer, Microsoft’s Chief Executive Officer, said, “We are
grateful for the contributions Razorfish has made to our online advertising
business since joining the company as a part of the aQuantive acquisition in
2007, and are pleased that they have found a new long-term home with Publicis
Groupe. We look forward to continuing to work with Razorfish as one of our
agencies, and we’re confident that as a part of Publicis Groupe, Razorfish
will build on its success to date in the digital advertising industry.”

Razorfish will continue to operate under its brand name and be
organizationally part of VivaKi, the new Publicis Groupe entity created in
June 2008 to leverage the combined scale of the autonomous operations of
Digitas, Starcom MediaVest Group, Denuo, and ZenithOptimedia. Major clients
of Razorfish include Best Buy, Ford, McDonald’s, Microsoft, and Starwood
Hotels.

David Kenny, Managing Director of VivaKi, said, “We pursued this
acquisition based on its potential to deliver client benefit. The addition of
Razorfish to the VivaKi portfolio gives us a wider and more diverse platform
of capabilities which will convert to optimal service offerings and other
opportunities for our clients. Moreover, in collaboration with Microsoft, we
will be able to develop and provide our clients exclusive, first mover access
to new opportunities, programs, content, inventory and experiences.”

The Strategic Alliance Agreement builds upon and expands the broad
strategic cooperation agreement announced in June between Microsoft and
Publicis Groupe. The agreement helps Publicis Groupe media clients by
allowing their agencies to purchase display and search advertising from
Microsoft over the five-year term of the agreement on favorable terms, in
exchange for certain minimum guaranteed aggregate purchase levels. The
agreement also provides that Razorfish will continue to be a preferred
provider to Microsoft for digital strategy, creative and experiential
marketing services, and contains a commitment by Microsoft to spend a minimum
amount for those services each year during the term of the agreement.

Razorfish’s management team, led by Chief Executive Officer Bob Lord,
will remain unchanged. Mr. Lord said, “Publicis Groupe offers an ideal
technological and cultural match for Razorfish and the opportunity to share a
wealth of new resources with our clients. Our capabilities in technology are
highly compatible with Publicis Groupe’s online advertising operations and
will accelerate Razorfish’s mission to expand its global reach and broaden
its services. Working closely with the other great companies in the Publicis
Groupe/VivaKi portfolio, we will be able to grow our talent and provide
additional opportunities for professional development and extend our
capabilities for clients.”

The total consideration is expected to be paid in a combination of cash
and delivery of 6.5 million Publicis Groupe treasury shares. The cash
component of the purchase price will be determined based on the value
attributed to the shares calculated by the average closing price of Publicis
Groupe stock during the 20-trading-day period ending on the eighth business
day prior to the closing date of the transaction.

The transaction is expected to close during the fourth quarter of 2009,
and is subject to customary closing conditions, including clearance under the
United States Hart-Scott-Rodino Antitrust Improvements Act.

About Publicis Groupe

Publicis Groupe [Euronext Paris: FR0000130577] is the world’s fourth
largest communications group. In addition, it is ranked as the world’s second
largest media agency, and is a global leader in digital and healthcare
communications. With activities spanning 104 countries on five continents,
the Groupe employs approximately 44,000 professionals. Publicis Groupe offers
local and international clients a complete range of advertising services
through three global advertising networks, Leo Burnett, Publicis, Saatchi &
Saatchi, and two multi-hub networks, Fallon and 49%-owned Bartle Bogle
Hegarty. Media consultancy and buying is offered through two worldwide
networks, Starcom MediaVest Group and ZenithOptimedia; and interactive and
digital marketing led by Digitas. Publicis Groupe recently launched VivaKi to
leverage the combined scale of the autonomous operations of Digitas, Starcom
MediaVest Group, Denuo, and ZenithOptimedia to develop new services, tools,
and next generation digital platforms. Publicis Groupe’s Specialized Agencies
and Marketing Services offer healthcare communications, corporate and
financial communications, sustainability communications, shopper marketing,
public relations, CRM and direct marketing, event and sports marketing, and
multicultural communications. Web site: www.publicisgroupe.com.

About Microsoft

Founded in 1975, Microsoft (NASDAQ: MSFT) is the worldwide leader in
software, services and solutions that help people and businesses realize
their full potential. See http://advertising.microsoft.com for more
information.

About Razorfish

Razorfish is one of the largest interactive marketing and technology
companies in the world. With a demonstrated commitment to innovation,
Razorfish counsels its clients on how to leverage digital channels such as
the Web, mobile devices, in-store technologies and other emerging media to
engage people, build brand loyalty and provide excellent customer service.
The company is increasingly advising marketers on Social Influence Marketing,
its approach for employing social media and social influencers to achieve the
marketing and business needs of an organization. Its award-winning client
teams provide solutions through their strategic counsel, digital advertising
and content creation, media buying, analytics, technology and user
experience. Razorfish has offices in markets across the United States, and in
Australia, China, France, Germany, Japan, Spain and the United Kingdom.
Clients include Carnival Cruise Lines, MillerCoors, Levi’s, McDonald’s and
Starwood Hotels. Visit http://www.razorfish.com for more information, and
follow Razorfish on Twitter at @Razorfish.

SOURCE Publicis Groupe Services


Source: newswire



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