Dentsu delivers the coup de grâce to its strategic alliance with Publicis Groupe

February 17, 2012

The only surprise about the dissolution of the Publicis Groupe/Dentsu strategic alliance is the speed with which it has happened. Less than two weeks ago, PG chief executive Maurice Lévy was telling shareholders he couldn’t pay them a better dividend because he had to hoard every last euro in case the Japanese wanted their money back.

In point of fact, the decision to terminate must already have been made, even though the strategic alliance of 10 years still had some months to run. This morning, Dentsu announced it had sold almost all its remaining 11% shareholding (and 15% voting rights) back to Publicis for €644m (£535m). Dentsu retains a 2% stake for the time being, but it’s of little consequence.

Dentsu made a profit of £17m on its investment. Small recompense – it must be said – for a strategic alliance which, from the Japanese point of view, has been largely a sham.

Right from the beginning, Dentsu found itself wrong-footed. It originally founded the alliance with BCom3, a combination of Leo Burnett and MacManus Group, only to find that Publicis had crashed the party by acquiring BCom3. Where previously it might have expected to play a more preponderant role, the addition of Publicis fundamentally changed the balance of power. And reduced Dentsu to an (even more) passive role as a minority shareholder in PG, albeit with some powerful voting rights.

Stripped to essentials, the alliance was supposed to bolster PG’s then-weak position in the Far East, and supercharge Dentsu’s underperformance in North America and Europe.

In practice, it was very much more favourable to Publicis, which had in any case benefited from a massive injection of cash to bankroll acquisitions.

Most mortifying of all, Dentsu eventually found itself not only in direct competition with its ally for scarce North American digital assets – but coming off worse. Notably in the case of the Razorfish acquisition, where Dentsu put a heady $700m on the table, but was swiftly outplayed by Publicis – which enjoyed an inside track with the then-owner of the digital agency, Microsoft, and irritatingly managed to buy the agency for a lower price.

Dentsu soon signalled its growing disenchantment by forcing a sale of 4% of Publicis stock for €218m. Not long thereafter, it showed new and uncharacteristically aggressive intent in Western markets with the unveiling of Dentsu Network West – captained by US Dentsu chief Tim Andree. Where, for years previously, Dentsu had got things spectacularly wrong in the USA, Andree has got at least one big thing spectacularly right. Had he done no more than acquire McGarryBowen – feted by both AdAge and AdWeek as their current agency of the year after a string of high-profile business wins – Tokyo would have good reason to be hugely grateful to him.

In short, Dentsu has outgrown its foreign markets inferiority complex, which gave birth to the alliance in the first place. While Publicis now has an urgent reason to dispose of the corpse as soon as possible. Whoever eventually takes over the hot-seat from Maurice Lévy would have little thanked him for bequeathing them an embittered major shareholder.


Neogama founder and creative chief upsets the BBH applecart by trying to sell his stake

December 19, 2011

There’s an interesting ownership conundrum facing BBH and its 49% sponsor Publicis Groupe. Here is what I have learned.

It concerns Neogama BBH, the global micro-network’s Sao Paulo agency. Its founder, president and chief creative officer Alexandre Gama wants to cash up the majority stake he owns.

Neogama, set up in 1999, is one of Brazil’s top ten agencies and quite a feather in BBH’s cap. It is creatively highly regarded and was the first Brazilian agency to win at Cannes. In fact, if my recollection is correct, it now has at least 18 Lions to its name.

The agency’s biggest single client is burgeoning Brazilian bank Bradesco, but it also plays an important role in servicing BBH global clients such as Unilever and Diageo.

Here’s an example of Neogama’s latest work for Diageo’s Johnnie Walker, which may well be a Cannes prizewinner next year. It was devised by Gama himself:

As you can see, a slick, confident peaen to Brazil, the awakening economic colossus.

BBH, seeking to increase its profile in up-and-coming Latin America, came about its minority Neogama stake in a convoluted way. Back in 2002, Neogama was 40%-owned by Chicago-based holding company BCom3 – the 3 referring to an alliance between Leo Burnett, DMB&B (now deceased) and Dentsu. BCom3 passed on a part of that stake to BBH, in which it by then held a 49%  share through Burnett. Still there? Because it gets even more complicated. Earlier that year along comes Publicis Groupe, which swallows the lot, including Dentsu’s 20% strategic stake, in a $3bn takeover deal, making it the then fourth-largest marketing services group in the world. The important point to note is that PG ended up holding a direct 49% stake in BBH, but only an indirect one through BBH in Neogama. Publicis Groupe CEO Maurice Lévy and Gama are not thought to be best buddies.

Although the subsequent BBH relationship has been mutually beneficial, Gama is known to have been hawking his stake at other agency group doors. Why now? Nine years is a long time to wait for your investment to mature, but some go further in speculating that he is worried about his agency’s dependence on Bradesco as a client.

The sense is that Gama is engaged in an act of brinksmanship with Lévy, which involves using rival groups as a stalking horse. He well knows his own worth: Neogama is far and away PG’s best agency in Brazil (and one of its best in Latin America).

However, buying him out may not prove that easy. If BBH could stump up the cash on its own, that would be the simplest and most elegant solution; but  the likelihood is it cannot. So why doesn’t the parent group just step in and sort it out? Well, PG is not a bank – it will want something in return. Such as buying a majority stake in BBH. The trouble is – PG is also Procter & Gamble’s biggest agency group. BBH is of course a Unilever agency, but the 51% majority stake held by the partners keeps the relationship at arm’s length. Even in this enlightened era of agency conflict management, full ownership of BBH might not go down at all well with the good folk in Cincinnati.

As I say, it’s an interesting dilemma. Let’s see how Gama, Lévy and BBH group chairman Nigel Bogle sort it out.


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