MILWAUKEE, July 30, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Omnicom for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Omnicom to Publicis.
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Omnicom's long-term financial outlook is very positive and yet Omnicom shareholders will receive only 0.813 newly issued shares of the new company Publicis Omnicom Group for each share of Omnicom stock they own. Omnicom will also receive a special dividend of $2.00 per share. There may be up to two small subsequent dividends of $0.40 per share, however there is no guarantee of such payments. Publicis is well aware of Omnicom's improving financial metrics and is purchasing Omnicom at a substantial discount. The merger agreement unreasonably limits prospective bids for Omnicom by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Omnicom receive and accept a superior bid. Omnicom insiders, their affiliates and other majority shareholders own significant voting units of Omnicom, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Omnicom not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Omnicom's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Omnicom given its current financial condition and prospects.
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CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave. Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.comSource:Ademi & O'Reilly, LLP