NEWS30 October 2009

Duffar’s Cosmos Group readies hostile bid for Cossette

M&A North America

CANADA— Former Cossette vice chairman François Duffar is preparing to go hostile with his bid to acquire control of the marketing services group he helped establish.

In a statement this week Duffar’s Cosmos Group said it plans to make a C$5.25 per share bid direct to Cossette’s stockholders, circumventing the firm’s board of directors, which knocked back Cosmos’s initial approach of C$4.95 a share.

The new bid would value Cossette at C$88m and represents a premium of 61% above the company’s closing share price on 17 July, the day before Cosmos’s first offer. However, Cossette’s board points out that the company’s stock has since risen, and that a price of C$5.25 is a 9% discount to the closing share price on 28 October.

Cosmos says it already has 37% of Cossette’s shares behind the deal, however it needs the support of two-thirds for the bid to be successful.

The board of Cossette has said it will consider Cosmos’s offer when launched, but has again asked investors to hold fire on making a decision before it has had a chance to complete a strategic review process.

As part of the review, the board has solicited alternative offers and has received a number of written expressions of interest from potential acquirers – all of which, the board says, are “financially superior” to Cosmos’s new bid.

Cossette provides strategic planning and research services through its agencies Nucleus and Impact Research in Canada, Cossette in the US and Miles Calcraft Briginshaw Duffy in the UK.