Havas

Havas SA is a French multinational advertising and public relations company, headquartered in Paris, France. It operates in more than 100 countries and is one of the largest global advertising and communications groups in the world. Havas consists of three main operational divisions:

Havas SA
TypePrivate company
ISINFR0000121881 
IndustryBusiness Services
Founded(1968 - 2000) (as Havas Conseil)
(2002) (as Havas Group)
FoundersAlain de Pouzilhac and Jacques Herail
HeadquartersParis, France
Key people
Vincent Bolloré, (Chairman)
Jacques Séguéla, (Vice-chairman)
Yannick Bolloré, (CEO)
Marian Salzman (CEO of Havas PR North America)
ProductsAdvertising, marketing, media
Revenue€1.441 billion (2009)[1]
€92 million (2009)
Number of employees
17,500
ParentVivendi[2]
Websitewww.havasgroup.com

The Group offers a broad range of communications services, including digital, advertising, direct marketing, media planning and buying, corporate communications, sales promotion, design, human resources, sports marketing, multimedia interactive communications, public relations and innovation consulting (Havas Blockchain).

History

The original Havas was the first French news agency, created in 1835. The Agence France-Presse (AFP) news agency comes from it. Havas was acquired by Vivendi in 1998, and renamed Vivendi Universal Publishing. VUP in turn merged with Lagardere to become Editis in 2004.

The company which today bears the name Havas is itself a former subsidiary of the company which acquired the rights to the name in 2002. It is a holding company headquartered in Puteaux, Paris.

French corporate raider Vincent Bolloré, through his holding company the Bolloré Group, is the main shareholder, controlling 32.84% of the share capital as of 7 May 2012. Bolloré himself took over the chairmanship of the Havas board (Président du conseil d'administration). In November 2017, Havas acquired Malaysia-based agency Immerse and rebranded to Havas Immerse.[6]

Timeline

Havas is the family name of Charles-Louis Havas. He created the first French press agency in 1835.

Year Event
1879 The Havas news agency incorporated as a Société Anonyme (plc).
1920 Havas merges with the Société Générale d'Annonces and becomes the leading press manager (later extended to radio and cinema domains).
1923 started billboarding.
1945 The Havas news agency is nationalised after the fall of the Vichy government; it is now named Agence France-Presse. Starts up in the travel business. (later extended to free newspapers, professional and other publications)
1968 Creates Havas Conseil S.A. to become advertising and media consultants
1975 Havas Conseil S.A. changes its name to Eurocom
1987 The Havas news agency is privatised and becomes Havas S.A.
1996 Eurocom S.A. changes its name to Havas Advertising S.A.
1997 Havas SA absorbs C.E.P. Communication, publisher of professional and medical journals as well as such magazines as L'Express and Le Point[7] and owner of book publisher Groupe de la Cite
1999 Vivendi takes over Havas (100%)
2000 Havas renamed Vivendi Universal Publishing, and sells off Havas Advertising
2002 Vivendi Universal Publishing sells off its trade and medical publishing businesses to Cinven
2002 Vivendi Universal Publishing in Europe is sold off to Lagardère.[8]
2002 Havas Advertising buys out the name Havas
2002 Vivendi sells its consumer magazines to Socpresse and its free newspapers to France Antilles[9]

Havas Conseil – Havas Advertising

By 1968, Havas had become a diversified group which had, inter alia, media interests. These interests were incorporated into a société anonyme, Havas Conseil S.A., which expanded its business rapidly.

In 1975, Havas Conseil became Eurocom, holding company of a Group of subsidiaries specializing in various communications activities.

Since the 1970s, the Group grew significantly in France and internationally, both in the communications and media buying sectors, by broadening the scope of services that it offers and expanding into new communications techniques and technologies.

Havas was first listed on the Paris Bourse (now the Euronext Paris) in 1982. The principal milestones in the Group's strategic development are the following:

In 1991, Eurocom acquired the French advertising group RSCG, leading to the creation of the Euro RSCG Worldwide advertising network. RSCG had been the lead advertising agency for Peugeot. In 1996, Eurocom changed its name to Havas Advertising and created four operating divisions, Euro RSCG, Campus, Diversified Agencies, and Médiapolis. American Bob Schmetterer is named chairman and CEO of the largest division Euro RSCG, whose headquarters are moved to New York in 1997.

In 1998, Compagnie Générale des Eaux, led by Jean-Marie Messier, changed its name to Vivendi and acquired control of Havas (and its subsidiary Havas Advertising); it acquired a third of Havas in February 1997, and the remainder in March 1998 in a deal that valued the company at €6 billion (£4.05 billion).[10] Vivendi later considered its advertising and communications interests no longer strategic.

Between 1998 and 2001, late in the wave of consolidation within the advertising/communications sector, Havas Advertising adopted an aggressive acquisition strategy in order not to become a takeover target following its independence from Havas. In order to become a bigger and more global player, it acquired MPG and Snyder, as well as around one hundred specialized agencies in America, Europe and the Asia Pacific region. This strategy was criticised by Maurice Levy as "reckless."[11]

"Media Planning Group" was created in 1999 through the combination of Media Planning, S.A., a Spanish media planning and buying company controlled by Léopoldo Rodés Castañes and his family, with Médiapolis, the existing Havas media planning business. Havas initially acquired 45% of MPG, which was increased to 100% in May 2001.

Snyder Communications Inc.

On 4 April 2000, at the height of the M&A frenzy, Havas Advertising agreed[12] to acquire Snyder Communications, Inc. (SNC) in an all-share transaction, where SNC was valued at US$2.1 billion.

SNC was a listed communications group controlled by Daniel Snyder, and their activities were mainly outsourced marketing services, such as direct marketing, database marketing, proprietary product sampling, sponsored information display in prime locations, call centres, field sales. Just prior to the takeover, the market capitalisation of SNC was just US$1.3 billion. As part of the SNC deal, Havas Advertising listed American Depositary Shares (ADSs) on the NASDAQ National Market System. The deal was completed on 25 September; the stake belonging to Vivendi was diluted to 40% following the acquisition. The sale provided Snyder with funds he used to acquire the Washington Redskins team and their stadium for $800 million in May 1999, in what was at the time a record price for a US sports franchise.[13]

SNC's three divisions: Bounty SCA Worldwide, Arnold Communications and Brann Worldwide were respectively merged with Euro RSCG, Campus, and Diversified Agencies.[14] Arnold Communications becomes Havas' second network, Arnold Worldwide Partners.

Havas S.A.

In 2000, Havas the parent company decided to rename itself Vivendi Universal Publishing and to divest itself of its remaining stake in the Havas Advertising business. The Havas Advertising board decided to acquire the Havas name from its parent, and the decision was approved by the annual shareholders meeting held on 23 May 2002.

In September 2003, the group reorganized itself, as agencies from the Diversified Agencies division were sold or absorbed into three core divisions:Euro RSCG Worldwide (integrated communications); MPG (Media planning and buying) and Arnold Worldwide Partners (advertising). In July 2004, after having completed its strategic reorganization, Bolloré Group started acquiring a stake in Havas. In October, the Company completed a €404 million capital increase which enabled it to reduce its overall debt levels.

By 2005, Bolloré had amassed a 22% stake, obtained 4 seats on the Havas board at the shareholders meeting,[15] and took control of the company. Chairman and CEO Alain de Pouzilhac was deposed in a boardroom coup on 21 June 2005. Other board and management level changes followed.[16] The board appointed independent non-executive director Richard Colker as interim CEO.[17] On 12 July 2005, Havas named Vincent Bolloré as board chairman, and veteran banker Philippe Wahl as chief executive officer.[18] In March 2006, Havas named Fernando Rodés Vilà, son of the founder of Media Planning S.A. Leopoldo Rodés Castañes, as its new CEO.

Havas remained listed on Euronext, but delisted from the NASDAQ stock exchange as of 28 July 2006.[19]

In March 2015, the group’s main shareholder Bollore S.A sold a 22.5 percent stake in the firm for around €600 million, but announced it intended to remain a majority shareholder.[20]

Services

Havas is a media holding company, whose subsidiaries provide communication consulting services, through traditional advertising media (television, radio and print and display), to media buying, and various marketing services such as advertising management, direct marketing, sales promotion, corporate communications, blockchain and ICO marketing, healthcare communications, internal communications, Television sponsorship, design, human resources communications and interactive communications.

Attempting to be perceived by clients and potential clients as "more entrepreneurial and more agile", Havas adopted a new structure in late 2012. The agency network once known as Euro RSCG was rebranded 'Havas Worldwide', much like their compatriots Publicis and their network, named 'Publicis Worldwide'. Other advertising agencies owned by Havas, such as Arnold Worldwide are rebranded 'Havas Creative'; the media division remains as 'Havas Media'. Havas created an umbrella brand, Havas Digital Group, to operate across the Creative and Media divisions.[21]

Case against former directors

Holding 22.01% of the share capital of Havas, on 21 June 2005, Bolloré ousted CEO Alain de Pouzilhac.[17][22] Havas then dismissed Hérail for gross negligence; vice-chairman Alain Cayzac and others close to de Pouzilhac were also relieved of their services. Alain de Pouzilhac took Havas to court to seek unblocking of payment for non-compete that Havas had been withholding; civil cases were also launched by both for severance pay – a total of ten cases (including appeals) involving de Pouzilhac, four involving Hérail.[23] Payment for de Pouzilhac's non-compete clause was upheld. Hérail and former Havas executives Alain Cayzac and Agnès Audier won at the labour tribunal, where Hérail was granted damages of close to €5 million.[24]

Since the boardroom coup, Bolloré had consolidated control by further increasing his stake, which stood at 37% as of November 2012. Havas seized the Nanterre criminal court on 15 May 2007, and again in August and November 2007 to initiate three cases against de Pouzilhac, Hérail and Cayzac, accusing them of "conspiracy, misappropriating from the company, and attempting to cover up". Havas alleged that the three directors had signed new employment contracts during the takeover that gave them generous golden parachutes in the likely event of their removal.[22] Also, de Pouzilhac was accused of conspiring with Hérail to grant payment of €300,000 to fellow director Thierry Meyer.[22] The preliminary inquiry into the charges under public prosecutor Philippe Courroye lasted three years, during which time the accused were given either sporadic or no access to evidence for their defence, contrary to the legal requirements.[23]

"The Tribunal took the view that the criminal proceedings had not complied with proper procedures, nor with the European Convention on Human Rights. The Nanterre Court said that specifically, the provisions of this Convention relating in particular to access to the case file, the personal assistance of counsel during the investigation and the balance between the parties had not been met. In its decision, the Court considered that, given the weight and complexity of the case, which had 700 items - a preliminary investigation was not the most appropriate way of proceeding. Instead, the case should have been by instruction, which allows adversarial examination."
Les Echos, 15 November 2012[25]

The criminal court of Nanterre dismissed the last of these cases in November 2012, citing "the lack of equity and violation of the rights of the defence".[24] Olivier Metzner and Olivier Bluche, lawyers for Alain de Pouzilhac and Jacques Hérail, criticised Vincent Bolloré for exploiting his close connection with Philippe Courroye, public prosecutor for Nanterre, to launch the case.[23]

See also

References
  1. "Communiqués de presse - World group in communication consulting - HAVAS". 13 October 2007. Archived from the original on 13 October 2007.
  2. "Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2017". 15 February 2018.
  3. "{title}". Archived from the original on 2 July 2016. Retrieved 23 June 2016.
  4. "Havas combines Havas Health, Havas consumer health practices into new entity - MM&M - Medical Marketing and Media". 9 March 2017.
  5. You, Havas Health &. "Havas Health & You Introduces Havas Health Plus, The First Agency Model To Focus On Emotional Technology". www.prnewswire.com.
  6. "Havas buys Malaysian agency Immerse in recognition of the growing importance of the market". The Drum. Retrieved 13 November 2017.
  7. "Havas to buy 25.8% stake in CEP for $503.7 million". Wall Street Journal, Eastern edition; New York, N.Y. New York, N.Y., United States, New York, N.Y. 17 January 1997. pp. –10:1. ISSN 0099-9660. ProQuest 398557623.
  8. Carreyrou, John; Frank, Robert (23 October 2002). "Vivendi Universal Reaches Pact To Sell Part of Publishing Unit --- France's Lagardere Is Set To Buy Non-U.S. Portion; Criticism of Deal Is Likely". Wall Street Journal, Eastern edition; New York, N.Y. New York, N.Y., United States, New York, N.Y. pp. –4. ISSN 0099-9660. ProQuest 398881177.
  9. "Vivendi Completes Sale of Press Unit". Midland Daily News. 4 February 2003. Retrieved 28 April 2018.
  10. Marshall, Caroline (17 April 1998). "Alain’s Masterplan For Havas". PR Week
  11. "Havas: Maurice Levy (Publicis) souligne les erreurs" (in French). Cercle Finance. 24 August 2005.
  12. "Havas Filing 425 (Snyder Communications Inc". US Securities & Exchanges Commission. 18 July 2000.
  13. "Snyder Approved as New Owner of Redskins". washingtonpost.com. 26 May 1999. Retrieved 21 December 2018.
  14. "CEO Calls Havas/Snyder Merger an Ideal Fit". Direct Marketing Magazine. May 2000.
  15. Remila, Laurence (9 June 2005). "Bolloré Gains Seats on Havas' Board" AdWeek.
  16. Eric Pfanner, Havas picks Bolloré as chairman, International Herald Tribune, 13 July 2005
  17. "Alain de Pouzilhac poussé vers la sortie" Archived 6 December 2012 at the Wayback Machine. TF1, 21 June 2005
  18. "Havas Names Bolloré Chairman, Wahl CEO" AdWeek, 12 July 2005.
  19. "Havas: se retire du Nasdaq américain" (in French). Cercle Finance. 21 June 2006.
  20. "Bollore sells 22.5 percent Havas stake for $662 million" (Press release). Reuters. 26 March 2015.
  21. Elliott, Stuart (24 September 2012). "Havas Doubles Down on, Well, Havas", The New York Times.
  22. AFP, "Havas : Alain de Pouzilhac sera jugé pour abus de bien sociaux". Le Monde, 30 March 2011. "Le groupe publicitaire Havas avait déposé plainte le 15 mai 2007 pour "abus de biens sociaux, complicité et recel" contre Alain de Pouzilhac, son ancien vice-président Alain Cayzac et son ancien directeur financier Jacques Hérail. Dans sa plainte, Havas accusait ses trois anciens dirigeants d'avoir rédigé dans la précipitation des avenants à leur contrat de travail pour toucher de confortables indemnités de départ après la prise de contrôle du groupe par Vincent Bolloré fin 2004, qui signifiait pour eux une probable mise à l'écart. Le 21 juin 2005, le nouveau conseil d'administration de Havas, fort de quatre administrateurs de Vincent Bolloré, avait brutalement révoqué Alain de Pouzilhac."
  23. Poussielgue, Gregoire (15 November 2012), "Les anciens dirigeants d'Havas blanchis par la justice" Les Echos (in French)
  24. "Bolloré perd au pénal contre Pouzilhac". Le Point, 15 November 2012. "Dans le volet civil de l'affaire, Vincent Bolloré a déjà perdu à dix reprises contre Alain de Pouzilhac et à quatre reprises contre Jacques Hérail, que ce soit en référé ou au fond. L'acharnement de l'homme d'affaires breton à détruire l'ancien P-DG de Havas prend fin aujourd'hui, sauf à ce que le parquet fasse appel. L'enquête étant annulée, les faits sont prescrits. Bolloré avait également perdu aux prud'hommes contre Alain Cayzac et Agnès Audier, deux anciens dirigeants de Havas de l'époque Pouzilhac. Le nouvel actionnaire avait également tenté de faire sauter le paiement de la clause de non-concurrence d'Alain de Pouzilhac. Son recours fut retoqué le 8 décembre 2011 par la cour d'appel de Paris. Aux prud'hommes, Jacques Hérail avait obtenu près de 5 millions d'euros de dommages."
  25. Poussielgue, Gregoire (15 November 2012), "Les anciens dirigeants d'Havas blanchis par la justice" Les Echos (in French) "Le Tribunal a en effet estimé que la procédure pénale n'avait pas été respectée, tout comme la Convention européenne des Droits de l'Homme. En l'espèce, les dispositions de cette Convention relatives notamment à l'accès au dossier, l'assistance effective d'un avocat pendant l'enquête et l'équilibre entre les parties n'ont pas été respectées, a estimé le Tribunal de Nanterre. Dans son justement, le Tribunal estime que, compte tenu de la lourdeur et de la complexité du dossier -qui compte 700 pièces -, une enquête préliminaire n'était pas la façon la plus adéquate de faire les investigations, et qu'il aurait fallu une instruction, qui permet des procédures contradictoires."
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