Publicom and on and on and on

Nearly three weeks on from the seismic news that Publicis Groupe and Omnicom are to merge and still no end in sight to the discussion of possible permutations.

Not, be it noted, among the clients involved – who are mostly too stunned, or too busy topping up their tans, to react – but within the industry trade press. At AdAge, the merger has virtually gained supplement status with a regularly updated online sidebar.

But pickings are increasingly thin, as the few facts to emerge shear into speculation. My current favourite ramification? Did Messrs Lévy and Wren not consider the impact of their merger on the industry’s premier creative and effectiveness award schemes? It seems they did not, with dire consequences for both the Cannes International Festival of Creativity holding company of the year award and its Effies equivalent. Alas, these hallowed categories, engineered with such care and precision over the past few years, may now be consigned to the scrapheap by the appearance of a juggernaut so colossal that it will  steam-roller any conceivable competition for the heretoafter. Quelle horreur!

Here’s one factoid that may be of more than passing interest. In the four weeks to August 12th, WPP was the only significant loser in market value within a sector that is generally on the upswing. Its shares shed 1.8% in value. I owe this pearl to Bob Willott, editor of Marketing Services Financial Intelligence, who speculates that the back-track reflects investment community anxiety that WPP may embark upon something big and silly as a riposte. In other words, a price-inflated mega-merger.

I doubt it, given that the only acquisition with appropriate critical mass would be Dentsu. Just think about it, but only for a nano-second. For once, Sir Martin Sorrell is likely to play a waiting game. The sole visible benefit of the Publicom merger to clients – in whose name such things are theoretically carried out – is consolidated media buying in North America. Of traditional media, that is. The very thing that may attract regulatory interest. “Big data”? Don’t make me laugh. It’s a smokescreen, though admittedly a trendy one. How much data, exactly, do Omnicom and Publicis own and farm compared to the specialists in the field (from Google downwards)? And, even supposing it were enough, how long will it take to merge the holding companies’ two very different platforms?

One other thing. Who is actually going to run the new show? There are an awful lot of chairmen, current and sequential – Bruce Crawford, Maurice Lévy and John Wren – but who is going to handle the grubby job of steering the global behemoth from day to day? A Frenchman does not seem likely (though a Frenchman handling the finances, that’s another matter) – because of a lack of global projection. Other than Lévy, the only French adman of global standing is, er, David Jones (well, he speaks fluent French and has a French wife). The natural choice might be Andrew Robertson, head of BBDO and indisputably a citizen of the world (he started off in Rhodesia). But maybe I’m in a minority of two on this. How’s your French, Andrew?

Publicis Groupe and Omnicom disclose $35bn merger

As merger rumours go, they didn’t come much better. Omnipub. Or more probably Publicom. But let’s come back to that later.

The idea that the world’s number two marketing services group, Omnicom, is about to combine with the number three, Publicis Groupe, and topple WPP from its premier spot (by market capitalisation) eventually proved too much for Bloomberg News. Yesterday, after the New York Stock Exchange had closed, it went ahead and published on the basis of a single source, probably but not certainly a disaffected investment banker.

Hats off to Bloomberg: it got it right. The new entity is to be called Publicis Omnicom Groupe. Fuller details will be announced in Paris tomorrow. But Omnicom chief executive John Wren and Publicis CEO are expected to be joint CEOs of the combined companies. At least, for the time being…

Commentators have rightly fastened upon the many impediments to Wren and Lévy pulling off this $35bn marriage in advertising heaven. They range from anti-trust legislation, to rampant nationalism (Publicis is a French chauvinistic icon, and seen as a bulwark against Le Defi Americain), to apparently unbridgeable divergence in the two companies’ strategies, not to mention the little matter of crippling client conflict.

So that’s it then? It can’t possibly work? Well, no. I can’t speak for the thicket of legal obstacles likely to be thrown in the way of the touted merger, but most of the other objections can be turned on their head, sometimes to advantage.

Let’s take strategy as an example. Lévy is relatively weak in the USA, but has emphasised emerging markets and put his money where his mouth is – sometimes too much of it – with expensive digital acquisitions such as Digitas, Razorfish, Rosetta, Big Fuel and LBi. Wren is archetypally American – over 50% of his business comes from the States; he has shied away from digital acquisitions, which he regards as over-priced, and some (including shareholders) would argue that his conservatism, or complacency, has cost Omnicom dear in the Far East. So different strategies, yes; but incompatible ones, no.

Nor is client conflict the neurotic impediment to mergers in the advertising business it once was. Some clients – McDonald’s, Mars and Procter & Gamble for instance – are held in common by the two groups. The real deal-breaker – if there is one – is likely to be Coca-Cola (PG) and PepsiCo (Omnicom). Then again, maybe Wren knows something about the state of the PepsiCo business we don’t.

Next, might a merger not help to address some chronic succession problems in both organisations? Readers of this news site will be very familiar with those at Publicis. Jean-Yves Naouri, once 71-year-old Lévy’s favoured protégé, seems to have fallen by the wayside. While Arthur Sadoun – the capable, ambitious managing director of the elite Publicis Worldwide network – was probably too young and too little known outside France to assume the global mantle. An added piece in this jigsaw is Elisabeth Badinter, the daughter of Publicis founder Marcel Bleustein-Blanchet, who has been a member of PG’s supervisory board since 1987 and its chairman since 1996.

Badinter will, according to the Wall Street Journal, co-chair the new Publicis/Omnicom entity with Bruce Crawford. But she is expected to retire at the end of 2015. Which would be a convenient moment for Lévy to metamorphose into an emeritus role. It might also be a convenient moment for Badinter to bow out and cash in an enormous cheque. She is a 9.1% share holder in Publicis Groupe.

Turning to Omnicom, the problems of its senior management are less well ventilated. But two things are certain: its directors are not getting any younger and there hasn’t been much mobility lately. The average age of the board is over 70 (my thanks to Bob Willott for this pop-up statistic), making 61-year-old Wren look a comparative spring-chicken. Omnicom remains a well-run company, but there is an unmistakable air of geriatric stasis hanging over it. It has lost some big, perennial, brands in the recent past: Gillette and Chevrolet. Another signature account – Anheuser-Busch – has been cut to ribbons by the cost-conscious Boys from Brazil (InBev). By contrast Publicis – for all its chief’s distinguished grey hair – is viewed as dynamic; a perception reflected not only in PG’s recent stellar results but its consistently superior stock market rating.

A “nil premium” merger (which is what Bloomberg has suggested this is) implies a combination of equals. In reality, although Omnicom is the larger company, Publicis will end up in the driving seat: we’re talking Publicom rather than OmniPub. The signs are already there: in the name, Publicis leading; and in the venue for the announcement tomorrow, Paris.

The important detail to look out for will be who becomes chief financial officer. My money is on Jean-Michel Etienne rather than Randy Weisenburger. It’s not only the French who have to be appeased, it’s also the investment community.

Bloomberg seeded one of the most galvanising “silly season” rumours in years. The only thing is, it turned out to be true.

Age cannot wither them, nor shareholders vote them off the holding company board

Whoever said advertising was a young person’s business? The conventional wisdom is that at 40, most ad executives would be advised to investigate a second career. And at 50, they’ll be positively clapped out and  have “post-economic” freedom foisted upon them whether they like it or not.

Superficially, membership statistics for the Institute of Practitioners of Advertisers (IPA – the UK adman’s trade body) bear this theory out. When I last looked (which was admittedly a while ago, but I doubt the demographic profile has improved), the number of members surviving their 50th birthday was a vanishingly small 6%.

But these are just the worker bees. Look at the nerve centre of the hive – the main board of the world’s leading advertising holding companies – and you’ll find that gerontocracy has never had it so good.

I was forcibly reminded of this the other day by Marketing Services Financial Intelligence editor Bob Willott.

Willott has done a demographic survey of the Omnicom main board and found the average age to be an astonishing 70. In his own words:

The oldest of the 13 board members is the chairman and former chief executive officer Bruce Crawford.  He is 84 and has been a director for 24 years. His successor as CEO John Wren is a sprightly 60 and has served on the board for 20 years.

I have yet to do the arithmetic upon the board composition of other global holding companies, but the most superficial of surveys suggests a similar age-profile, if their chief executives are anything to go by. At WPP Group, there is an evergreen Sir Martin Sorrell – still incontrovertibly ruling the roost at 68; and likely to do so for a good while yet unless shareholders go nuclear over his annual pay review. Interpublic Group chairman and CEO Michael Roth sails imperturbably on at 67, despite repeated attempts by the media to unseat him or sell his company to a rival. And at Publicis Groupe we have the grand-daddy of them all Maurice Lévy – 71 – with no successor in sight, despite repeated attempts to pretend he has found one.

All this looks terribly good for that comparative whipper-snapper, David Jones (pictured above). At only 46, the global CEO of Havas can anticipate at least another 25 years at the helm.

Belligerent WPP builds up its stake in Chime

For those who – like me – have been following the buyout shenanigans at Chime with some bemusement (see my two posts here), the following item from Bob Willott’s Marketing Services Financial Intelligence will be of more than passing interest:

Chime Communications confirmed yesterday evening [Friday last] that long-term shareholder WPP has continued its recent buying of shares so that it now holds over 20% of Lord Bell’s group. By exceeding the 20% threshold, WPP is now entitled to increase its board representation at Chime from one to two nominees. Share buying activity by WPP was first reported by the industry research publication Marketing Services Financial Intelligence last December, noting that WPP’s holding had risen above the historic level of 15%. According to Marketing Services Financial Intelligence, the buying was attributed by Chime insiders to an attempt to restore WPP’s stake after it had been diluted by various share issues to vendors of companies Chime had acquired. “However, that explanation began to lack credibility as the share buying has continued”, commented editor Bob Willott. WPP is not under any obligation to make an outright bid for Chime unless its shareholding passes the 30% mark. Willott thinks that WPP’s share buying may have been influenced by the attempt being made by the two senior Chime board members Lord Bell and Piers Pottinger to buy out some of the group’s public relations business.

No kidding. As is well known, WPP is by far the largest stakeholder in Chime – and its boss, Sir Martin Sorrell, has been an outspoken critic of the Bell buyout.

I addressed this very issue of motive to WPP. Why was it stealthily upping its stake? “Good investment” came the cryptic reply. What, even if Tim Bell, Piers Pottinger and the best bits of the PR business were to leave? “Either way.”

Question: Does the inception of the Bell/Pottinger buyout plan predate or postdate knowledge of WPP’s share-buying activity?

Greg Delaney makes it a hat trick with DLKW Lowe deal

I think Greg Delaney deserves some sort of medal, quite possibly an Olympic one. Because he has just proved – beyond all doubt – that he is one of the smartest deal-makers in adland.

Success in building advertising agencies, as with comedy, is about timing. It’s all about knowing when to buy and when, at the top of your game, to sell. The slightly-built chairman of Delaney Lund Knox Warren has demonstrated this quality not once, not twice, but three times in his business career.

First, he was instrumental in the buyout of DLWK (then Delaney Fletcher Bozell) from Bozell Worldwide in 2000, then the acquisition of his agency by marketing services group Creston plc in 2005 for an astonishing £38m. Lastly, post earn-out, he has just engineered a management buy-in at Lowe London which values DLKW at £28m. The cash, stumped up by Lowe’s parent Interpublic, goes into Creston’s coffers. But the fact the new agency is to be known as DLKW Lowe rather than Lowe DLKW, tells you almost everything you need to know about the deal. This is a talented management team (consisting, among others, of joint ceos Tom Knox and Richard Warren) propping up a once-great agency name; tapping into a strong international network; and rewarding themselves, yet again, with a ride on the gravy train (this time with minority stakes in the new agency).

DLKW has never been regarded as one of the most creative agencies, but it has proved one of the best managed. Which is all the more commendable considering its start in life was almost an accident. Most agency breakaways are entirely fueled by their founders’ egos. DLKW’s foundation, by contrast, had more to do with a fortuitous set of circumstances. Bozell, its then network, was being merged and purged with group parent True North’s other arm, FCB. However, the London team would have none of a proposed merger with FCB’s Banks Hoggins O’Shea and, by an astonishing oversight, were allowed to go their own way.

Interpublic shortly afterwards acquired True North; and, as a consequence, a strategic stake in the breakaway agency, which it held on to until Creston bought DLKW lock stock and barrel in 2005. There was irony here. In the shorter term, DLKW proved a thorn in the side to Interpublic by hijacking most of wholly-owned Lowe’s UK General Motors business. In the longer term, however, the stake created a durable rapport and helped open doors when Lowe’s current network chief, Michael Wall, pitched up at Creston with an open cheque book earlier this year (A Wall of money).

Lowe needed to do a deal with someone, no doubt about it. It was that or close down the London office. Rapier and Dye Holloway Murray were also in the frame, but DLKW seems to have been the target, first and foremost. It’s a known, respected quantity and the brands fit.

But, one niggling doubt remains. If DLKW is so all-fired magnificent, why has Creston let it go for £10m less than it paid for it five years ago? At the time of acquisition, DLKW accounted for about half of Creston’s revenues, and even now the figure is roughly a quarter (£19.2m of £80.3m, in the year to March 31). In other words, the agency was, and remains, a major strategic asset.

Creston’s argument is that the money is better deployed elsewhere, in faster-growing assets such as digital. It’s certainly true that advertising is a less dynamic element of the group’s portfolio than, say, healthcare. Indeed, DLKW’s profitability appears to be flat-lining. According to “bottom line” wizard Bob Willott, DLKW group made a post-tax profit of only £1.9m in the last financial year – almost the same figure as that achieved when the agency and its small subsidiaries were first acquired. Above all, however, it seems to have been the flash of cash that did the trick. The £28m payable to Creston on completion is spookily adjacent to its debt pile of £25m. Shareholders were not slow to swallow the implications: Creston’s share price shot up.

Withering on the vine or not, DLKW certainly looks better placed to kick-start itself back into life as part of Interpublic than in the eccentric marketing services portfolio that is Creston. In Lowe, the boys have got themselves a bigger sand-pit to play in. Let’s see what they do with it.