Publicis Groupe SA
Omnicom Group Inc.
Publicis Groupe SA and Omnicom Group Inc. shook up a sleepy summer weekend by announcing on July 28 that they would merge to form the world's largest advertising agency. The combined Publicis Omnicom Group (POG) would have a market capitalization of around $35 billion and annual revenues of $23 billion. POG would control $11 billion in U.S. ad revenue, more than a third of the $30 billion spent annually. The two companies billed the deal as a merger of equals, and each set of shareholders will own 50 percent of the combined entity. Publicis shareholders will receive one POG share and €1 for each of their shares, while Omnicom stockholders will get 0.813 POG shares per Omnicom share. Both companies' stock fell slightly on the news.
The two companies will be combined under a Dutch holding company whose shares will be traded in both Paris and New York. The companies hope to close the deal in the fourth quarter of this year or the first quarter of 2014, pending approval from regulators and both sets of shareholders.
For merger partner Publicis Groupe SA (Paris)
In-House: General secretary Anne-Gabrielle Heilbronner-Lahoud, general counsel Eric-Antoine Fredette, and tax director Joelle Meyer.
Wachtell, Lipton, Rosen & Katz:
Corporate: Adam Emmerich, Martin Lipton, Ante Vucic, of counsel Elliot Stein, and associates Tsz Hin Kwok, Edward Lee, and Sara Lewis. Tax: Deborah Paul and associate Michael Sabbah. Executive compensation and benefits: David Kahan, Michael Segal, and associate Michael Schobel. Finance: Eric Rosof and associates Richard Barbour II and Michael Benn. Antitrust: Ilene Gotts and asso­ciate Lori Sherman. (All are in New York.) Wachtell has advised Publicis for many years and represented it on its 2011 purchase of Rosetta Marketing Group LLC from New York private equity shop Lindsay Goldberg LLC for $575 million, its 2009 purchase of Razorfish Inc. from Microsoft Corp. for $530 million, its 2007 purchase of Digitas Inc. for $1.3 billion, and its 2002 purchase of BCom3 Inc. for $2.4 billion. Wachtell also represented Publicis in its creation in 1988 of a joint venture with Chicago advertising agency Foote, Cone & Belding Communications, and in the 1998 resolution of a dispute over the joint venture with Foote Cone parent True North Communications Inc.
Darrois Villey Maillot Brochier:
Corporate: Ben Burman, Jean-Michel Darrois, Olivier Diaz, Olivier Huyghues Despointes, and associates Hadrien Bourrellis and Katerina Seow. Tax: Vincent Agulhon and counsel Loïc Védié. Antitrust: Didier Théophile and associate Guillaume Aubron. (All are in Paris.) Darrois has been the company's regular outside counsel since the 1990s.
M&A: Leo Groothuis, Hein Hooghoudt, Matthijs Noome, and junior associate Helmer Klingenberg. Capital markets: José Weydert, Petra Zijp, and counsel Mark Mouthaan. Tax: Chris Warner, associate Janneke Speetjens, and junior associate Pedro Bruzzi Bezerra Paraguay. Corporate notarial: Marc Anker and senior associates Paul van der Bijl and Pieter van Drooge. (All are in Amsterdam except for Luxembourg-based Weydert.) Wachtell and Darrois tapped Nauta for advice on Dutch law.
For merger partner Omnicom Group Inc. (New York)
In-House: General counsel Michael O'Brien.
Latham & Watkins:
M&A: Olivier du Mottay, Bradley Faris, Timothy FitzSimons, Mark Gerstein, Charles-Antoine Guelluy, and associate Marc Granger. Securities: Alexander Cohen and Joel Trotter. Litigation: Roger Goldman and Jeff Hammel. Tax: Nicholas DeNovio, Sean Finn, Xavier Renard, and Laurence Stein. Antitrust: Michael Egge and E. Marcellus "Marc" Williamson. Benefits and compensation: David Della Rocca. (All are in Washington, D.C., except for the following: Du Mottay, Guelluy, and Renard are in Paris. Faris, FitzSimons, and Gerstein are in Chicago. Hammel is in New York. Finn is in London. Stein is in Los Angeles. Egge is in Brussels.) Latham first represented Omnicom in 2005 on regulatory matters and has gone on to do litigation, corporate, and securities work for it.
De Brauw Blackstone Westbroek: M&A: Paul Cronheim, Martin van Olffen, senior associate Reinier Kleipool, and associates Tijmen Klein Bronsvoort and Joost Steenhuis. Capital markets and regulatory: Jan Willem Hoevers, senior associate Sander Kooijman, and associate Annick Houben. Tax: Frank Pötgens, Paul Sleurink, senior associate Sacha Leeman, and associate Ingrid Mensing. Employment: Barbara van Duren-Kloppert and senior associate Chiraz Muradin. (All are in Amsterdam.)
Activision Blizzard Inc. took advantage of Vivendi SA's restructuring by agreeing on July 26 to buy back a 35 percent stake from the French conglomerate. Activision will pay a total of $5.8 billion, or $13.60 a share, a 10 percent discount to its closing price on July 25.
ASAC II LP, an investment group led by Activision CEO Robert Kotick and cochairman Brian Kelly, will pay $2.34 billion for another 172 million Activision shares, which will leave it with a 24.9 percent stake in the maker of video games World of Warcraft and Call of Duty. ASAC's financial backers include Davis Advisors, Leonard Green & Partners L.P., Chinese video games publisher Tencent Holdings Ltd., and an unnamed "global institutional investor." Vivendi will retain a 12 percent stake in Activision.
Vivendi acquired the controlling stake in 2008 when it combined its Blizzard Entertainment unit with Activision [Big Deals, March 2008]. But Vivendi has been selling off stakes in its subsidiaries because of difficulties at its telecommunications unit. The parties hoped to close the deal in September.
For acquiror Activision Blizzard Inc. (Santa Monica)
In-House: Chief legal officer Chris Walther, chief compliance officer Jeffrey Brown, senior vice president–corporate affairs, and counsel Daniel Kirschner.Skadden, Arps, Slate, Meagher & Flom:
M&A: Peter Atkins, Neil Stronski, counsel Timothy Fesenmyer, and associate Dohyun Kim. Tax: David Rievman, Matthew Rosen, and associate Nathan Giesselman. Banking: Robert Copen. Corporate finance: Richard Aftanas. Executive compensation and benefits: Neil Leff. (All are in New York except for Palo Alto–based Giesselman.) Skadden represented Activision on its 2008 sale of a controlling stake to Vivendi.
For the special committee of Activision's board of directors
Wachtell, Lipton, Rosen & Katz:
Corporate: Adam Emmerich, DongJu Song, and associates Jenna Levine, Viktor Sapezhnikov, and Marshall Shaffer. Tax: Jodi Schwartz and associate Michael Sabbah. Finance: Eric Rosof and associates Gregory Pessin and Peter Zuckerman. Executive compensation and benefits: Jeannemarie O'Brien and associate Kate Napalkova. Litigation: William Savitt. (All are in New York.)
For ASAC II LP
Sullivan & Cromwell:
Corporate: Richard Pollack, Alison Ressler, special counsel Yael Balsam and Lisa Murison, and associates Scott Campbell and Scott Crofton. Financing: Erik Lindauer and associates Youhao Dong and Jane Edwards. Antitrust: Juan Rodriguez and special counsel Eric Queen. Tax: Diana Wollman and special counsel David Passey. (All are in New York except for the following: Ressler, Murison, and Campbell are in Los Angeles. Rodriguez is in London.)
For seller Vivendi SA (Paris)
In-House: At Vivendi Universal SA: head of legal department Frédéric Crépin. Gibson, Dunn & Crutcher:
Corporate: Ruth Fisher, Mark Lahive, Peter Wardle, and associates Matthew Dubeck and Maricel Montano. Tax: Hatef Behnia and associate Lorna Wilson. Finance: Andrew Cheng and Cromwell Montgomery. Antitrust: counsel Andrew Cline. Securities: Brian Lane. (All are in Los Angeles except for Washington, D.C.–based Cline and Lane.) Fisher advised Vivendi on its purchase of Activision. She has represented Vivendi subsidiary Universal Music Group and also represented Vivendi Universal Entertainment in the 2004 transaction in which Vivendi sold 80 percent of the unit to General Electric Co. At the time, she was a partner at Munger, Tolles & Olson.
Richards, Layton & Finger: C. Stephen Bigler. (He is in Wilmington.) Bigler also represented Vivendi on its purchase of Activision.
Marcus is senior writer for TheDeal.com. Email: email@example.com.