|Type||Public company (Euronext: HAV)|
|Founded||France (1968) (as Havas Conseil)|
|Key people||Vincent Bolloré, Chairman
Jacques Séguéla, Vice-chairman
David Jones, CEO
|Products||Advertising, marketing, media|
|Revenue||€1.441 billion (2009)|
|Net income||€92 million (2009)|
Havas (French pronunciation: [avas]) is the second largest advertising group in France and according to its website is a "global advertising and communications services group" and the 6th-largest global advertising and communications group worldwide. It operates in the communications consulting market through three main operational divisions:
The company which today bears the name Havas is itself a former subsidiary of the original Havas which acquired the rights to the name in 2002. It is a holding company headquartered in Suresnes, on the outskirts of Paris, and listed in the Euronext main market.
Havas was the first French news agency, created in 1835 emerged in the age of the Austro-Hungarian Empire. 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.
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).
Timeline of the Havas name
|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).|
|1945||The Havas news agency is nationalised after the fall of the Vichy government. 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|
|1999||Vivendi takes over Havas (100%)|
|2000||Havas renamed Vivendi Universal Publishing, and sells off Havas Advertising|
|2002||Havas Advertising buys out the name Havas|
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 creates 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, acquires 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). Vivendi is to later consider 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 adopts 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 has been criticised by Maurice Levy as "reckless".
"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.
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 lists American Depositary Shares (ADSs) on the NASDAQ National Market System. The deal was completed on 25 September; the stake belonging to Vivendi is diluted to 40% following the acquisition. By agreeing to sell SNC, Snyder availed himself of the means to set another record: acquiring the Washington Redskins team and their stadium for $800 million in May 1999, in the most expensive transaction in US sporting history.
SNC's three divisions: Bounty SCA Worldwide, Arnold Communications and Brann Worldwide were respectively merged with Euro RSCG, Campus, and Diversified Agencies. Arnold Communications becomes Havas' second network, Arnold Worldwide Partners.
In 2002, Havas the parent company decided to rename itself Vivendi Universal Publishing and to divest itself of its remaining stake in the Havas Advertising. So the "Havas Advertising" board decided to acquire the "Havas" name from its parent. The decision was approved by the annual shareholders meeting held on 23 May 2002.
In September 2003, the group re-centred itself around three core divisions: Agencies from the Diversified Agencies division were sold or absorbed into the remaining 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 starts to build a stake in Havas. In October, the Company completes 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, 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. The board appointed independent non-executive director Richard Colker as interim CEO. On 12 July 2005, Havas named Vincent Bolloré as board chairman, and veteral banker Philippe Wahl as chief executive officer. In March 2006, Havas names Fernando Rodés Vilà, son of the founder of Media Planning S.A. Leopoldo Rodés Castañes, as its new CEO.
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, healthcare communications, internal communications, Television sponsorship, design, human resources communications, 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.
Case against former directors
Holding 22.01% of the share capital of Havas, on 21 June 2005, Bolloré ousted CEO Alain de Pouzilhac. 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. 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.
Since the boardroom coup, Bolloré had consolidated control by further increasing his stake, which stands at 37% (November 2012). Havas seized the Nanterre criminal court on 15 May 2007, and again in August and November 2007 to initiate three cases by 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. Also, de Pouzilhac was accused of conspiring with Hérail to grant payment of €300,000 to fellow director Thierry Meyer. 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.
"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 has 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
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". 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.
- Résultats 2009
- Marshall, Caroline (17 April 1998). "Alain’s Masterplan For Havas". PR Week
- "Havas: Maurice Levy (Publicis) souligne les erreurs". Cercle Finance. 24 August 2005. (French)
- "Havas Filing 425 (Snyder Communications Inc". US Securities & Exchanges Commission. 18 July 2000.
- "CEO Calls Havas/Snyder Merger an Ideal Fit". Direct Marketing Magazine. May 2000.
- Remila, Laurence (9 June 2005). "Bolloré Gains Seats on Havas' Board" AdWeek.
- Eric Pfanner, Havas picks Bolloré as chairman, International Herald Tribune, 13 July 2005
- "Alain de Pouzilhac poussé vers la sortie". TF1, 21 June 2005
- "Havas Names Bolloré Chairman, Wahl CEO" AdWeek, 12 July 2005.
- "Havas: se retire du Nasdaq américain". Cercle Finance. 21 June 2006. (French)
- Elliott, Stuart (September 24, 2012). "Havas Doubles Down on, Well, Havas", The New York Times.
- 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."
- Poussielgue, Gregoire (15 November 2012), "Les anciens dirigeants d'Havas blanchis par la justice" Les Echos (French)
- "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."
- Poussielgue, Gregoire (15 November 2012), "Les anciens dirigeants d'Havas blanchis par la justice" Les Echos (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."