Omnicom and Publicis Groupe to merge
(Thomson Reuters ONE) -
OMNICOM AND PUBLICIS GROUPE TO MERGE
Merger of equals to create Publicis Omnicom Group, a best-in-class
communications, advertising, marketing and digital services company with
combined 2012 revenue of $22.7 billion / ?17.7 billion
Combined market capitalization of $35.1 billion / ?26.5 billion
* Brings together iconic agency brands, offering clients industry-leading
breadth of services, global reach and the most highly recognized and awarded
talent
* Jointly led by Omnicom CEO John Wren and Publicis Groupe CEO Maurice Lévy as
co-CEOs
* Provides compelling benefits for clients, employees and shareholders
* Publicis Groupe and Omnicom shareholders will each hold approximately 50% of
the new company's equity
* New entity expected to be listed on the NYSE and Euronext Paris and included
in S&P 500 and CAC 40
New York and Paris, July 28, 2013 - Omnicom Group Inc. (NYSE: OMC) and Publicis
Groupe SA (Euronext Paris: FR0000130577) today announced that they have signed a
definitive agreement for a merger of equals, creating the world's leading
company in communications, advertising, marketing and digital services, with
combined 2012 revenue of $22.7 billion / ?17.7 billion. Based on closing prices
on July 26, 2013, Publicis Omnicom Group will have a combined equity market
capitalization of approximately $35.1 billion / ?26.5 billion. The merged group
of more than 130,000 employees will be exceptionally well positioned to serve
clients' evolving needs, helping them to build their brands and grow their
businesses in the rapidly changing communications landscape.
The combination, which has been unanimously approved by the Boards of Directors
of both companies, brings together the most extensive portfolio of best-in-class
agencies offering clients the industry's leading talent across disciplines and
geographies. Publicis Omnicom Group will include such iconic agency brands as
BBDO, Saatchi & Saatchi, DDB, Leo Burnett, TBWA, Razorfish, Publicis Worldwide,
Fleishman-Hillard, DigitasLBi, Ketchum, StarcomMediaVest, OMD, BBH, Interbrand,
MSLGROUP, RAPP, Publicis Healthcare Communications Group (PHCG),
Proximity, Rosetta, CDM, ZenithOptimedia and Goodby, Silverstein & Partners, to
name just a few.
Maurice Lévy, Chairman and CEO of Publicis Groupe, said: "The communication and
marketing landscape has undergone dramatic changes in recent years including the
exponential development of new media giants, the explosion of Big Data, blurring
of the roles of all players and profound changes in consumer behavior. This
evolution has created both great challenges and tremendous opportunities for
clients. John and I have conceived this merger to benefit our clients by
bringing together the most comprehensive offering of analog and digital
services. Equally important, it will offer our talented people new avenues for
growth and success at the crossroads of strategic intelligence, creativity,
science and technology."
John Wren, CEO of Omnicom, said: "Both Maurice and I believe this new company
reflects our vision of retaining the best talent, attracting an incredible
roster of clients and leading innovation. Omnicom and Publicis Groupe are
reshaping the industry by setting a new standard for supporting clients with
integrated messaging across marketing disciplines and geographies. This
combination will enable us to leverage the skills of our exceptionally talented
people, our broad product offering, enhanced global footprint, and tremendous
roster of global and local clients. In short, we believe this is a merger that
will set our new company on a path to accelerated growth, with long-term
benefits for clients, employees and shareholders."
Mr. Wren & Mr. Lévy said jointly: "For many years, we have had great respect for
one another as well as for the companies we each lead. This respect has grown in
the past few months as we have worked to make this combination a reality. We
look forward to co-leading the combined company and are excited about what our
people can achieve together for our clients and our shareholders."
Publicis Omnicom Group has been structured with balanced corporate governance
consistent with the spirit of a merger of equals. Publicis Groupe and Omnicom's
CEOs will lead the company as co-CEOs through an initial integration and
development period of 30 months, following which Mr. Lévy will become non-
executive Chairman and Mr. Wren will continue as CEO. The company will have a
single-tier board with 16 members, consisting of the two co-CEOs and seven non-
executive directors from each company.
For the first year following the closing of the transaction, Bruce Crawford,
currently Omnicom Chairman, will be the non-executive Chairman of Publicis
Omnicom Group. He will be succeeded by the current Publicis Groupe Chairperson,
Elisabeth Badinter, as non-executive Chairperson for the second year following
the closing of the transaction.
The transaction is expected to create significant value for shareholders. The
new company's broader portfolio of agencies and services and deeper geographic
footprint will allow the combined company to accelerate revenue growth and
create operating synergies. The future scalability and internal synergies of the
combined company are expected to generate efficiencies of $500 million / ?377
million.
The transaction is a cross-border merger of equals under a holding company,
Publicis Omnicom Group, in The Netherlands. The Group's operational head offices
will continue to be based in Paris and New York. The merger is expected to be
tax-free to the shareholders of both companies. The transaction has been
structured so that the shareholders of Publicis Groupe and Omnicom, after
special dividends, will each hold approximately 50% of the equity of Publicis
Omnicom Group. Publicis Groupe shareholders will receive one newly issued
ordinary share of Publicis Omnicom Group for each Publicis Groupe share they
own, together with a special dividend of ?1.00 per share. Omnicom shareholders
will receive 0.813 newly issued ordinary shares of Publicis Omnicom Group for
each Omnicom share they own, together with a special dividend of $2.00 per
share. In addition, Omnicom shareholders will receive up to two regular
quarterly dividends of $0.40 per share if declared and the record date occurs
prior to closing.
Ms. Badinter and family members as well as Mr. Lévy have entered into agreements
in support of the merger, as have Mr. Wren, Mr. Crawford, and Mr. Randall
Weisenburger, Omnicom's CFO.
Publicis Omnicom Group is expected to be listed on the NYSE and Euronext Paris,
traded under the symbol OMC, and to be included in the S&P 500 and CAC 40.
The transaction is subject to approval by the shareholders of both companies as
well as numerous regulatory approvals. It is expected to close in the fourth
quarter of 2013 or the first quarter of 2014.
Publicis Groupe and Omnicom have expressed the desire to have their shares start
trading simultaneously on the day of announcement. As a consequence and because
of the time difference, Publicis Groupe has asked Euronext Paris to postpone the
trading of its shares to 9.30am New York time / 3.30pm Paris time.
Moelis & Company is financial advisor to Omnicom on the transaction. Rothschild
is acting as financial advisor to Publicis Groupe. Legal advisors to Omnicom are
Latham & Watkins LLP and De Brauw Blackstone Westbroek N.V. Legal advisors to
Publicis Groupe are Wachtell, Lipton, Rosen & Katz; Darrois Villey Maillot
Brochier; and NautaDulith N.V. Jones Day provided counsel to Moelis & Company.
Note: Market capitalizations and efficiencies converted at USD/EUR exchange rate
of 1.327 (as at July 26, 2013); Revenues converted at USD/EUR exchange rate of
1.285 (average of 2012)
A slide show will be available on both companies' websites today at 9.00am (ET)
/ 3.00pm (CET).
Pre-recorded Video
Publicis Groupe and Omnicom will post a pre-recorded CEO video to their
respective web sites, on July 29.
Conference call
In addition, Publicis Groupe and Omnicom will host a live Q/A session by call
from New York City at 8am ET (2pm CET) tomorrow, July 29. For those who wish to
access this live event dial-in numbers are:
PRIMARY DIAL-IN #: 800 901.5213 US
SECONDARY DIAL-IN #: 617 786.2962 INTERNATIONAL
PARTICIPANT PASSCODE: 37553167
About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is one of the world's
leading communications groups. We offer the full range of services and skills:
digital (DigitasLBi, Razorfish, Rosetta, VivaKi), creative services (BBH, Leo
Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate
communications and events (MSLGROUP), media strategy, planning and buying
(Starcom MediaVest Group and ZenithOptimedia) and healthcare communications,
with Publicis Healthcare Communications Group (PHCG). Present in 108 countries,
the Groupe employs 60,000 professionals.
www.publicisgroupe.com | Twitter:(at)PublicisGroupe | Facebook:
www.facebook.com/publicisgroupe |Linkedin : Publicis Groupe |
http://www.youtube.com/user/PublicisGroupe |
Viva la Difference !
About Omnicom
Omnicom Group Inc. (NYSE: OMC) is a leading global marketing and corporate
communications company. Omnicom's branded networks and numerous specialty firms
provide advertising, strategic media planning and buying, digital and
interactive marketing, direct and promotional marketing, public relations and
other specialty communications services to over 5,000 clients in more than 100
countries.
www.Omnicom.com |
Communication
Contacts
Omnicom Publicis Groupe
Joanne Trout +(1) Peggy Nahmany + 33 (0)1
212-415-3669 44 43 72 83
Ketchum Keskst and
AJ Goodman Company
+(1) Ruth Pachman +(1)
646-935-4123 917-842-1122
Investor Contacts
Omnicom
Randall Publicis Groupe
Weisenburger Martine Hue
+(1) Stéphanie + 33 (0)1
212-415-3393 Constand- 44 43 65 00
Attelian + 33 (0)1
44 43 74 44
+ 33 (0)
6 22 23 62 10
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Source: Publicis Groupe via Thomson Reuters ONE
[HUG#1719273]
Unternehmensinformation / Kurzprofil:
Datum: 28.07.2013 - 13:52 Uhr
Sprache: Deutsch
News-ID 282328
Anzahl Zeichen: 12739
contact information:
Town:
Paris
Kategorie:
Business News
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