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Rock of Aegis

Prospects: boardroom battle at Aegis could affect its independence

What’s happened?

The stand-off between Aegis, the UK media buying group, and Vincent Bolloré,
the French corporate raider and chairman of Havas, the Paris-based marketing
group, is set to take a significant turn next week.

When shareholders descend on ABN Amro in Bishopsgate, London, on Wednesday 14
June, for the company’s AGM (postponed from 24 May) the vote on director
appointments could be pivotal to the future independence of the group.

Aegis’ chairman, Lord Sharman, is well known to Accountancy Age
readers – he was the former international head of KPMG – and true to form he has
come out fighting in this boardroom battle.

Bolloré has put forward two directors for election to the Aegis board, after
building up a 29% stake in the group. The stake was built up during, and after,
the group received two takeover approaches last year – from Publicis and WPP.

Neither approach resulted in a firm offer, but Bolloré has held on to his
shares. Commentators, as well as the Aegis board, believe the Frenchman is
running a ‘creeping’ takeover bid for the UK company, a move denied by the
chairman of Havas, even though this was exactly how he gained control of the
French firm last year.

What’s next?

Sharman has fired off a letter to shareholders urging them to vote down
Bolloré’s nominees, with the unanimous support of the Aegis board, including
chief executive Robert Lerwill (pictured) and CFO Jeremy Hicks. Lerwill has
himself sat in the finance seat, both at Cable & Wireless and WPP.

But the question is whether the shareholders, which include Fidelity, sitting
on a 9% stake, and Aon, which holds nearly 5%, rebuff the Gallic incursion.
Bolloré was able to take control at Havas after buying a smaller stake, but he
was helped by a general dissatisfaction with the existing board.

Such dissatisfaction is not apparent at Aegis, which reported in March a
16.5% jump in revenues to £870.4m.

So it is likely Bolloré’s bid to win influence on the board will fail, but he
will still be left with nearly one third of the company. It is possible he could
then team up with other bidders and launch a formal bid – Sharman has told
shareholders his board has ‘an open mind’ to offers that are in the
shareholders’ interests.

THE AEGIS FINANCE MEN

The chairman, chief executive and chief financial officer at Aegis all have a
background in finance. Lord Sharman, the chairman, was of course the head of
KPMG, both in the UK and internationally, during the 1990s, since when he has
been a working peer for the Liberal Democrats.

Robert Lerwill, CEO, was finance director at Cable & Wireless between
1997 and 2002 and group finance director of WPP Group between 1986 and 1996. And
Jeremy Hicks, CFO, was the former group finance director of Abbot Mead Vickers
after serving at Hambros Bank.

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