UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2015
SAPIENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-28074
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04-3130648
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification Number)
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131 Dartmouth Street,
Boston, MA 02116
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 621-0200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by Sapient Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on November 3, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2014, with Publicis Groupe S.A., a French société anonyme (“Parent”), and 1926 Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on November 12, 2014, Merger Sub commenced a tender offer to purchase all of the outstanding shares of the common stock, par value $0.01 per share, of the Company (“Shares”), at a price of $25.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 12, 2014 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), filed as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, to the Schedule TO originally filed with the SEC by Merger Sub and Parent on November 12, 2014.
The Offer and withdrawal rights expired immediately after 11:59 p.m., New York City time, on February 5, 2015. Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (the “Depositary”), has advised Parent and Merger Sub that 121,954,854 Shares (not including 4,054,854 Shares tendered by notice of guaranteed delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 86.5% of the outstanding Shares. All conditions to the Offer having been satisfied, on February 6, 2015, Merger Sub accepted for payment all Shares validly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer) (the “Acceptance Time”), and payment of the Offer Price for such Shares will be made by the Depositary.
On February 6, 2015 (the “Closing Date”), pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Merger Sub merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became an indirect wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each issued and outstanding Share (other than Shares owned by (a) the Company, any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent and (b) stockholders of the Company who validly exercised their statutory rights of appraisal under the DGCL) was canceled and converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”).
Each stock option outstanding immediately prior to the Acceptance Time, whether or not vested, was canceled at the Acceptance Time and converted into the right to receive (a) the excess, if any, of the Merger Consideration over the exercise price per share of the stock option, multiplied by (b) the number of Shares subject to the stock option. Each restricted stock unit and performance restricted stock unit outstanding immediately prior to the Acceptance Time was canceled and the holder became entitled to receive the sum of (a) the Merger Consideration multiplied by the number of Shares subject to such restricted stock unit or performance restricted stock unit, as applicable (with any applicable performance conditions deemed to be achieved at maximum performance level) and (b) any accrued and unpaid cash dividend equivalents with respect to such restricted stock unit or performance restricted stock unit.
The aggregate consideration paid in the Offer and Merger was approximately $3.7 billion, without giving effect to related transaction fees and expenses.
The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 3, 2014.
Item 2.02. Results of Operations and Financial Condition.
On February 6, 2015, the Company and Parent issued a joint press release relating to the expiration of the Offer and the consummation of the Merger. The joint press release contains the Company’s annual revenue for the fiscal year period ending December 31, 2014, and the compound annual growth rate in the Company’s revenues for the five-year period ending December 31, 2014 (collectively, the “Revenue Information”). The joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 2.02, including the joint press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the Merger, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that the Merger had been consummated, and requested that the trading of Shares on NASDAQ be suspended prior to market open on the Closing Date and that the listing of the Shares on NASDAQ be withdrawn. In addition, the Company requested that NASDAQ file with the SEC a notification on Form 25 to report the delisting the Shares from NASDAQ and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on the Closing Date, a change in control of the Company occurred and the Company now is an indirect wholly owned subsidiary of Parent. The information set forth under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, and at the Effective Time, each of the directors of the Company immediately prior to the Effective Time, James M. Benson, Jerry A. Greenberg, Alan J. Herrick, Silvia Lagnado, J. Stuart Moore, Robert L. Rosen, Eva Sage-Gavin, Ashok Shah, Vijay Singal and Curtis R. Welling, voluntarily resigned from the Board of the Directors of the Company and Anne-Gabrielle Heilbronner became the sole director of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated By-laws”).
Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 8.01. Other Events.
On February 6, 2015, the Company and Parent issued a joint press release relating to the expiration of the Offer and the consummation of the Merger. The joint press release is attached as Exhibit 99.1 hereto and is, except for the portion pertaining to the Revenue Information, incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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2.1
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Agreement and Plan of Merger, dated as of November 1, 2014, by and among Sapient Corporation, Publicis Groupe S.A. and 1926 Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by Sapient Corporation with the SEC on November 3, 2014).
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3.1
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Amended and Restated Certificate of Incorporation of Sapient Corporation.
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3.2
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Amended and Restated Bylaws of Sapient Corporation.
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99.1
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Joint Press Release of Sapient Corporation and Publicis Groupe S.A., dated February 6, 2015.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SAPIENT CORPORATION |
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Date: February 6, 2015
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By: |
/s/ Joseph A. LaSala, Jr. |
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Name: |
Joseph A. LaSala, Jr. |
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Title: |
Senior Vice President, General Counsel and |
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Secretary |
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EXHIBIT INDEX
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Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger, dated as of November 1, 2014, by and among Sapient Corporation, Publicis Groupe S.A. and 1926 Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by Sapient Corporation with the SEC on November 3, 2014).
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3.1
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Amended and Restated Certificate of Incorporation of Sapient Corporation.
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3.2
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Amended and Restated Bylaws of Sapient Corporation.
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99.1
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Joint Press Release of Sapient Corporation and Publicis Groupe S.A., dated February 6, 2015.
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Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
SAPIENT CORPORATION
ARTICLE I
The name of the corporation is Sapient Corporation (the “Corporation”).
ARTICLE II
The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.
ARTICLE IV
Section 1. The Corporation shall be authorized to issue 1,000 shares of capital stock, all of which 1,000 shares shall be shares of common stock, par value $0.01 per share (the “Common Stock”).
Section 2. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of the Common Stock shall have one vote and the Common Stock shall vote together as a single class.
ARTICLE V
Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.
ARTICLE VI
In furtherance and not in limitation of those powers conferred by law, the board of directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the by-laws of the Corporation (the “By-Laws”).
ARTICLE VII
Meetings of the stockholders shall be held at such place, within or without the State of Delaware as may be designated by, or in the manner provided in, the By-Laws or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the By-Laws so provide.
ARTICLE VIII
Except as set forth below, the Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereinafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.
ARTICLE IX
Section 1. The Corporation shall indemnify each of the Corporation’s directors and officers in each and every situation where, under Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time (“Section 145”), the Corporation is permitted or empowered to make such indemnification. The Corporation may, in the sole discretion of the Board, indemnify any other person who may be indemnified pursuant to Section 145 to the extent the Board deems advisable, as permitted by Section 145. The Corporation shall promptly make or cause to be made any determination required to be made pursuant to Section 145.
Section 2. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Section 2 to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Section 3. Any repeal or modification of any portion of this Article IX shall only be prospective and shall not affect the rights under this Article IX in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.
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Exhibit 3.2
AMENDED AND RESTATED BY-LAWS OF
SAPIENT CORPORATION
ARTICLE I
OFFICES
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SECTION 1.
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REGISTERED OFFICE
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1
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SECTION 2.
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OTHER OFFICES
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1
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ARTICLE II
MEETINGS OF STOCKHOLDERS
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SECTION 1.
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ANNUAL MEETINGS
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1
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SECTION 2.
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SPECIAL MEETINGS
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1
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SECTION 3.
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VOTING
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1
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SECTION 4.
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QUORUM
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2
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SECTION 5.
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NOTICE OF MEETINGS
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2
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SECTION 6.
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ACTION WITHOUT MEETING
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2
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ARTICLE III
DIRECTORS
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SECTION 1.
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NUMBER AND TERM
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2
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SECTION 2.
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RESIGNATIONS
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2
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SECTION 3.
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VACANCIES
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3
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SECTION 4.
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REMOVAL
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3
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SECTION 5.
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COMMITTEES
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3
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SECTION 6.
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MEETINGS
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3
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SECTION 7.
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QUORUM
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4
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SECTION 8.
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COMPENSATION
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4
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SECTION 9.
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ACTION WITHOUT MEETING
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4
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ARTICLE IV
OFFICERS
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SECTION 1.
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OFFICERS
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4
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SECTION 2.
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PRESIDENT
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4
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SECTION 3.
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VICE PRESIDENTS
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4
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SECTION 4.
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TREASURER
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4
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SECTION 5.
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SECRETARY
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5
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SECTION 6.
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ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
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5
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ARTICLE V
MISCELLANEOUS
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SECTION 1.
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CERTIFICATES OF STOCK
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5
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SECTION 2.
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LOST CERTIFICATES
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5
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SECTION 3.
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TRANSFER OF SHARES
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5
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SECTION 4.
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STOCKHOLDERS RECORD DATE
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6
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SECTION 5.
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DIVIDENDS
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6
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SECTION 6.
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FISCAL YEAR
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6
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SECTION 7.
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CHECKS
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6
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SECTION 8.
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NOTICE AND WAIVER OF NOTICE
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7
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ARTICLE VI
AMENDMENTS
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE – The address, including street, number, city, and county, of the registered office of Sapient Corporation (the “Corporation”) in the State of Delaware is c/o the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Trust Company.
SECTION 2. OTHER OFFICES – The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS – Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.
SECTION 2. SPECIAL MEETINGS – Special meetings of the stockholders for any purpose or purposes may be called by the Chairman, the President or the Secretary, or by resolution of the Board of Directors.
SECTION 3. VOTING – Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.
SECTION 4. QUORUM – Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.
SECTION 5. NOTICE OF MEETINGS – Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.
SECTION 6. ACTION WITHOUT MEETING – Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM – The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The exact number of directors shall initially be one and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.
SECTION 2. RESIGNATIONS – Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES – If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.
SECTION 4. REMOVAL – Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.
SECTION 5. COMMITTEES – The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.
Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.
SECTION 6. MEETINGS – The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.
Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the notice of the meeting.
Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
SECTION 7. QUORUM – A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.
SECTION 8. COMPENSATION – Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.
SECTION 9. ACTION WITHOUT MEETING – Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS – The officers of the Corporation shall be a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect such Vice Presidents, Assistant Secretaries and Assistant Treasurers as it may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
SECTION 2. PRESIDENT – The President shall be the Chief Operating Officer of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation.
SECTION 3. VICE PRESIDENTS – Vice Presidents, if any, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.
SECTION 4. TREASURER – The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman, or the President, taking proper vouchers for such disbursements. He or she shall render to the Chairman, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.
SECTION 5. SECRETARY – The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman or the President.
SECTION 6. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES – Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK – Each stockholder shall be entitled to a certificate of stock certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.
SECTION 2. LOST CERTIFICATES – A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES – The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE – In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 5. DIVIDENDS – Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.
SECTION 6. FISCAL YEAR – The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
SECTION 7. CHECKS – All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.
SECTION 8. NOTICE AND WAIVER OF NOTICE – Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.
ARTICLE VI
AMENDMENTS
These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.
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Exhibit 99.1
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02/06/15
PRESS RELEASE
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PUBLICIS GROUPE
COMPLETES
ACQUISITION OF SAPIENT
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PARIS – February 6, 2015 – Publicis Groupe S.A. [Euronext Paris: FR0000130577, CAC 40] (“Publicis”) today announced the completion of its acquisition of Sapient Corporation (NASDAQ: SAPE) (“Sapient”) for total consideration of approximately $3.7 billion.
“This deal dramatically sharpens Publicis Groupe’s profile, establishing us as a leader in Marketing, Communication and Business Transformation. Sapient’s marketing, technology and consulting capabilities, its strength in India combined with Publicis Groupe’s global presence, depth in creative, leadership in media, and digital will create a world leader with unmatched capabilities. Our clients are facing many adverse trends: from rising global competition, to new comers born from digital, and new paradigms in communications and marketing. With our new capabilities, we will be best positioned to help them transform their businesses and navigate the new world. Alan and his teams will bring tremendous talents to Publicis Groupe. I am extremely happy to have them on board, and very confident for our shared future,” said Maurice Lévy, Publicis Groupe Chairman and CEO.
The acquisition of Sapient, initially announced November 3, 2014, is a truly transformative acquisition for Publicis Groupe. The deal is the largest and most strategic of its kind in the industry. In a world marked by increased convergence, clients need a partner with a significantly more connected offering to help keep pace with a profoundly changing connected, empowered consumer. The addition of Sapient combined with Publicis Groupe’s digital, creative and media creates unmatched capabilities in marketing, omni-channel commerce and consulting, underpinned by tremendous depth of technology expertise.
“As we’ve talked about for many years, our ambition in building Sapient is to bring maximum impact for the clients we serve, the markets in which they operate and the industry overall. We at Sapient have tremendous ambition and have always committed to making a huge impact- whether it’s changing the way the world works or enabling human potential, we want to make a difference. Maurice Lévy and I, Publicis Groupe and Sapient, have a strong set of shared values, and a shared vision to tip an industry and create change. That opportunity exists now more than ever. The combination of our two companies and the creation of the Publicis.Sapient platform together create the most transformational offering in the market. No one is even close,” said Alan J. Herrick, CEO of Publicis.Sapient.
WHAT YOU NEED TO KNOW ABOUT SAPIENT
Sapient is a unique, globally connected services company that helps clients capitalize on technology-driven market disruption. The company was founded in 1990 with the idea that technology would fundamentally change the way the world works and that businesses would therefore need to increasingly leverage it in order to preempt client’s needs. Sapient is unique in its ability to blend business, marketing and technology to help clients solve the increasingly complex and interconnected problems they face in a technology-driven environment where change is both rapid and constant. Sapient’s unique model has seen it grow to 13,000 people with 37 offices across the world. The company has three primary areas of focus outlined below. Each area is deployed through Sapient’s unique, highly connected and collaboration-driven Global Distributed Delivery model, which leverages its significant presence in India.
Marketing — Sapient’s work specifically focuses on how marketing is evolving at the intersection of storytelling and technology in a changing media landscape and environment where consumers are empowered and have heightened experience expectations. Sapient has been consistently recognized for its marketing leadership. SapientNitro was named a leader for the third consecutive year in the 2014 Gartner evaluation of global digital marketing agencies. Also in 2014, it was named an Innovation Agency leader by Forrester.
Omni-channel Commerce – Sapient is the recognized leader in omni-channel commerce and works with clients to evolve the shopping experience and create new revenue streams across an increasingly converged in-store, on-line and mobile shopping experience -- a market that is expected to grow from $1.5 trillion in 2014 to $2.5 trillion by 2017. In the USA, 32% of all platform-driven retail e-commerce is conducted through systems designed and built by Sapient. SapientNitro has been recognized by Forrester as a leading global commerce service provider.
Consulting — Sapient brings deep industry expertise that allows it to steward clients in the evolution of their business models, given how the opportunity created by the increasingly technology-enabled consumer and increasingly technology-enabled operating environment is forcing businesses to transform their working processes, organizational models and technology environments.
A Unique Model – The capabilities above are uniquely realized through highly collaborative multi-disciplinary teams that distribute work across a connected delivery ecosystem where specific offices anchor expertise, which is then underpinned by unmatched technology strength and robust presence in India.
Sapient is a company built on a strong foundation of globally consistent culture and values, whose benefits have been realized in multiple ways – the company is a compellingly strong organic grower with a 5 year revenue CAGR of 17%, having grown top line revenue from $638.9million in 2009 to $1.4 billion at the close of 2014.
CREATION OF PUBLICIS.SAPIENT PLATFORM
The acquisition of Sapient gives birth to the Publicis.Sapient platform, encompassing the global leaders in digital – SapientNitro, Razorfish Global, Rosetta and DigitasLBi, and the deep industry expertise of Sapient Global Markets and Sapient Government Services. Publicis.Sapient is now the world’s most forward leaning and largest digitally centered platform focused exclusively on digital transformation and the dynamics of an always-on world. Moreover, the platform will help clients alter their ways of working, given the daunting new reality of empowered consumers.
BENEFITS FOR CLIENTS
Publicis Groupe’s ambition is, first and foremost, to do great work for its clients. With its incredible resources and talents, reinforced by those of Sapient, Publicis Groupe now stands alone in its ability to do truly transformational work for its clients, stewarding them through their own metamorphoses, and preempting the future in a more empowered, convergent world. Publicis Groupe invents solutions for clients that work for tomorrow through its unmatched expertise combining branding, creativity, media, commerce and technology now with consulting.
BENEFITS FOR EMPLOYEES
The two groups’ shared strategic visions and similar values pave the way for a harmonious integration that will preserve the DNA of Sapient within Publicis Groupe, as the Groupe has done with past acquisitions, while expanding its global reach, all without slowing either group’s pace of innovation and creativity. Both Publicis Groupe and Sapient employ the most talented and ambitious people in our industry and now with its extended global footprint and deep-rooted expertise, Publicis.Sapient will offer a wealth of resources and opportunities for growth to both present and future employees.
BENEFITS FOR SHAREHOLDERS
Most importantly, the combination of Publicis Groupe and Sapient will allow Publicis Groupe to become the leading transformation player in our industry, creating new opportunities and new revenue streams that will now come with access to business and technology budgets. Moreover, the addition of Sapient is expected to drive cost savings through the integration of digital production, leveraging Sapient’s substantial production infrastructure in India, real estate consolidation, G&A reductions and procurement savings. Sapient’s leading ability to execute successfully in and with India through a Global Distributed Delivery model offers a depth of quality, knowledge and talent that Publicis.Sapient will continue to expand upon. We expect to see the first benefits on both growth and margins as soon as 2016.
Publicis.Sapient will maximize the Groupe’s global footprint, accelerating its objective to be the Business Transformation leader and will present a strongly positive impact on Publicis Groupe’s growth profile, with combined revenue in excess of €8 billion and over 75,000 employees worldwide.
Alan J. Herrick, Sapient’s Chief Executive Officer and Co-Chairman of the Board of Directors, will lead Publicis.Sapient, as CEO. He will also serve as a member of Publicis Groupe’s “Directoire+”. Jerry A. Greenberg, Sapient founder and Board Co-Chairman will join Publicis Groupe’s Supervisory Board as an independent member. Alan Wexler, President, SapientNitro, and Chip Register, Executive Vice President & Managing Director, Sapient Global Markets, will join Publicis Groupe’s P12 “Executive Committee.”
THE OFFER
The tender offer for all of the outstanding shares of Sapient common stock expired as scheduled at the end of the day, immediately after 11:59 p.m., New York City time, on February 5, 2015. Computershare Trust Company, N.A., the depositary for the tender offer, has advised Publicis that a total of 121,954,854 shares of Sapient common stock, excluding Sapient shares tendered by notice of guaranteed delivery for which certificates were not yet delivered, representing approximately 86.5% of Sapient’s outstanding shares, were validly tendered into and not withdrawn from the tender offer. Publicis and its subsidiary, 1926 Merger Sub Inc., have accepted for payment and will promptly pay for all shares that were validly tendered and not withdrawn.
Following its acceptance of the tendered shares, Publicis completed its acquisition of Sapient through the merger of 1926 Merger Sub Inc.with and into Sapient without a vote of Sapient’s stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. As a result of the completed merger, Sapient became an indirect, wholly owned subsidiary of Publicis. In connection with the merger, all Sapient shares not validly tendered into the tender offer have been cancelled and converted into the right to receive the same $25.00 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, as is to be paid for all shares that were validly tendered and not withdrawn in the tender offer. Sapient shares will cease to be traded on NASDAQ.
BofA Merrill Lynch and Rothschild acted as financial advisors and Wachtell, Lipton, Rosen & Katz served as legal advisor to Publicis Groupe. Goldman, Sachs & Co. and Blackstone Advisory Partners L.P. acted as financial advisors and Cravath, Swaine & Moore LLP served as legal advisor to Sapient.
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 more than 64,000 professionals.
www.publicisgroupe.com | Twitter: @PublicisGroupe | Facebook: www.facebook.com/publicisgroupe | LinkedIn: Publicis Groupe | http://www.youtube.com/user/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.
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Contacts
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Publicis Groupe
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Peggy Nahmany
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Corporate Communications
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+ 33 (0)1 44 43 72 83
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peggy.nahmany@publicisgroupe.com
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Jean-Michel Bonamy
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Investor Relations
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+ 33 (0)1 44 43 77 88
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jean-michel.bonamy@publicisgroupe.com
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Stéphanie Constand
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Investor Relations
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+ 33 (0)1 44 43 74 44
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stephanie.constand@publicisgroupe.com
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Sapient
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Stacy Simpson
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Corporate Communications
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+1 (914) 830-8510
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stacy.simpson@sapient.com
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Dean Ridlon
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Investor Relations
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+1 (617) 963-1598
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dridlon@sapient.com
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Forward-Looking Statements
This communication contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Sapient, Publicis, the transaction and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Sapient and Publicis as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties’ control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, synergies and growth or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and changes in client communication requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising and marketing industries; ability to hire and retain key personnel; ability to successfully integrate the companies’ businesses; the potential impact of announcement or consummation of the transaction on relationships with third parties, including clients, employees and competitors; ability to attract new clients and retain existing clients in the manner anticipated; reliance on and integration of information technology systems; changes in legislation or governmental regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies or their clients; conditions in the credit markets; risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings; and the parties’ international operations, which are subject to the risks of currency fluctuations and foreign exchange controls, among others. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in Sapient’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC and those described in Publicis’ annual reports, registration documents and other documents filed from time to time with the French financial market regulator (Autorité des Marchés Financiers or “AMF”). Except as required under applicable law, the parties do not assume any obligation to update these forward-looking statements.
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