What: Publicis Groupe and Omnicom Group have decided to called off a US $35 billion “merger of equals, ” that would have created the largest marketing and advertising agency holding company in the world.
Why it matters:Agencies called for a 50-50 ownership split of the equity in the new company.No termination fee will be paid as a result of the cancelled deal.
Publicis Groupe and Omnicom Group have called off their US $35 billion “merger of equals, “ deal only nine months after having made the official announcement .
Both agencies alleged the reasons were mainly due to “the difficulties in completing the transaction within a reasonable timeframe,” according to a Omnicom´s statement. However, the issues ranged from complex tax structure to the firms’ opposing cultures , leading to difficulties on taking decisions about the executive team and which company would officially acquire the other. Agencies were also losing major work – more than US $1.5 billion in the past month alone – and apparently high-profile clients including Microsoft, Vodafone and Danone.
If the deal had gone forward, it would have created the largest marketing and advertising agency holding company in the world.It would have even casted a shadow on Dentsu Inc.’s US $4.9 billion acquisition of Aegis Group in March 2013 and WPP’s US $4.7 billion purchase of Young & Rubicam in 2000.
According to a statement , no termination fees will have to be pay by either party. A US $500 million termination fee would have applied if either company had walked away unilaterally, but this is not the case. As the process dragged on, however, there will be furthers costs. Not to mention, the money Omnicom has already invested (more than US $48 million) on pre-tax expenses into merger preparations so far, according to filings.
The merger was unanimously approved by the management board and the supervisory board of Publicis Groupe and the board of directors at Omnicom. Both agencies called for a 50-50 ownership split of the equity in the new company, Publicis Omnicom Group.
“I want to emphasize that while the proposed merger was time-consuming, we never took our eye off the ball in terms of what we needed to deliver for our clients, our people and our shareholders,” Publicis Chief Executive John Wren (photo:right) said in a statement from Omnicom. “And that has been reflected in our reported results. We’re bullish on 2014,”he added.
“The decision to discontinue the process was neither pleasant nor an easy one to make, but it was a necessary one,” co-CEO Maurice Levy (photo:left) said in a statement from Publicis. “Prolonging the situation could have led to the diversion of the Group’s management from its principle function: to best serve our clients.”
Some time after word leaked out that the deal was called off, Omnicom shares fell US $1.80, or 2.7%, to US $64.40 in after-hours trading, pushing the stock below the price where it traded before the merger was announced last July (US $65.11). WPP and Interpublic Group of Cos. shares, both rivals to Publicis and Omnicom, consequently climbed 8.7% and 10.0%, respectively.
The companies had initially assured the deal could be completed as soon as the end of 2013. But the two sides were never even able to file certain required securities filings.
“That the deal broke off is by now not much of a surprise, but to the extent that it fell apart because the management teams did not agree on sufficiently clear organizational structure or key management appointments ahead of time, this is in retrospect surprising that appropriate pre-merger planning was never completed,” said Pivotal Research Analyst Brian Wieser.