Aegis Puts Up Barrier to Havas Takeover Bid; Has Bollore Missed His Chance?

(MoneyWatch)  It's time to ask whether Havas boss Vincent Bollore may have waited too long in his bid to acquire Aegis. If he wanted to snap up the shares cheap, he should have done so back in November when Aegis was trading at around 47.25. That was also the time when CEO Robert Lerwill left the company.

Since then, Aegis stock has only risen. It's now trading at around 85, no doubt on the expectation that Bollore (pictured) wants to pay a premium to join the horribly inefficient Havas with the vastly more productive Aegis. Aegis also made it technically, but not actually, more difficult to gain control of its board. The company wants to implement a new rule banning conflicts of interest among its directors. As Bollore is on the Aegis board even though he's the chief of Havas, that would be the type of conflict the rule controls. But the proposed rule also allows the board to waive the conflict if they feel it's harmless. In other words, Aegis is ensuring it can have its cake and eat it. Adweek gives the back story:

Bollore and Aegis clashed on five previous occasions when Bollore tried to nominate two longtime associates to the company's board, the last occurring at the 2008 annual meeting. In each instance Bollore was defeated as shareholders sided with the company, which argued that the Bollore slate was conflicted by the businessman's controlling stake in competitor Havas, of which he is also chairman.

Aegis also revealed in its annual report that Lerwill got a ?£1.4 million payoff to leave the company. He took home ?£2 m in 2008; in 2007 his total compensation was ?£1.2 million.

The Times noticed that temporary Aegis CEO John Napier did an ethical act:

Mr Napier, who is also chairman of RSA, the insurer, is paid ?£200,000 a year as chairman of Aegis, and takes a further ?£300,000 as interim chief executive.

However, he has refused to take part in any other bonus or share-based incentive schemes. He plans, he said, to recruit a new chief executive "prior to or at the calendar year-end".

Here's a shot of the Aegis directors' compensation list. Click on it to make it larger.

• See previous BNET coverage of Aegis:
• Aegis Q4: Not Talking to Havas; Deal Price Getting More Expensive; 780 Jobs Cut
• Alloy, Aegis Top BNET's Network Efficiency Ranking; WPP Slips
• Havas Q4: Flat Revenues Hide Rising Salaries Budget
• Havas-Aegis Deal Starts to Take Shape; GfK Will "Take a Look"
• The Havas-Aegis Deal Worst-Case Scenario
• With CEO Out, Wall Street -- and Havas? -- Plot Demise of Aegis