공시 • Nov 27
Omnicom Group Inc. (NYSE:OMC) completed the acquisition of The Interpublic Group of Companies, Inc. (NYSE:IPG) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), and others.
Omnicom Group Inc. (NYSE:OMC) entered into a definitive agreement to acquire The Interpublic Group of Companies, Inc. (NYSE:IPG) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), and others for $13.8 billion on December 8, 2024. Pursuant to which Omnicom will acquire Interpublic in a stock-for-stock transaction. Under the terms of the agreement, Interpublic shareholders will receive 0.344 Omnicom shares for each share of Interpublic common stock they own. Following the close of the transaction, Omnicom shareholders will own 60.6% of the combined company and Interpublic shareholders will own 39.4%, on a fully diluted basis. The transaction is expected to generate annual cost synergies of $750 million and be accretive to adjusted earnings per share for both Omnicom and Interpublic shareholders. Omnicom will have an attractive pro forma financial profile. If the agreement is terminated due to Omnicom’s board of directors changing or withdrawing its recommendation in connection with the merger, or due to Omnicom committing a willful and material breach of its non-solicitation obligations, Omnicom will be required to pay IPG $676 million. If the agreement is terminated due to IPG’s board of directors changing its recommendation in connection with the merger, or due to IPG committing a willful and material breach of its non-solicitation obligations, IPG will be required to pay Omnicom $439 million. Combined market capitalization will be of over $30 billion John Wren will remain Chairman & CEO of Omnicom. Phil Angelastro will remain EVP & CFO of Omnicom. Philippe Krakowsky and Daryl Simm will serve as Co-Presidents and COOs of Omnicom. Krakowsky will also be Co-Chair of the Integration Committee post-merger. Three current members of the Interpublic Board of Directors, including Philippe Krakowsky, will be welcomed to the Omnicom Board of Directors. The combined company will retain the Omnicom name and trade under the OMC ticker symbol on the New York Stock Exchange.
The transaction is subject to Omnicom and Interpublic shareholder approvals, the effectiveness of Omnicom’s registration statement on Form S-4, the approval for listing the shares of Omnicom common stock issuable to the stockholders of IPG pursuant to the agreement on the NYSE, the receipt of approvals under certain applicable antitrust and foreign investment laws, required regulatory approvals, and other customary conditions. The transaction has been unanimously approved by the Omnicom's and Interpublic's board of directors. The stock-for-stock transaction is expected to be tax-free to both Omnicom and Interpublic shareholders and is expected to close in the second half of 2025. As of March 13, 2025, U.S. Federal Trade Commission (FTC) requested for additional information and documentary material (second request) for proposed acquisition. The Second Request is a standard part of the regulatory process and was issued under notification requirements of the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended and extends the waiting period under it by 30 days from the moment the parties have complied with the request to provide additional data. As on March 18, 2025, the shareholders of Omnicom and The Interpublic Group of Companies approved the merger. As of 24 April 2025, The Competition and Consumer Commission of Singapore (“CCCS”) has cleared the proposed acquisition of IPG by Omnicom. As on May 29, 2025, Australia’s competition watchdog has confirmed the next phase of its review into Omnicom’s proposed acquisition of IPG. As of June 3, 2025, The Competition Commission of India has approved the deal. Under the Merger Agreement, EXT Subsidiary Inc. (Omnicom Merger Sub) (a wholly owned subsidiary of Omnicom) will be merged with and into IPG. Omnicom Merger Sub will cease to exist and IPG will remain the surviving entity as a wholly owned subsidiary of Omnicom (Proposed Combination). The CMA announced the launch of its merger inquiry by notice to the Parties on 16 June 2025 and has a deadline of 13 August 2025 for its phase 1 decision. As of June 18, 2025, New Zealand authorities cleared Omnicom's takeover of IPG. On June 23, 2025, the FTC granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The consent order is now subject to a 30-day public comment period and then final acceptance by the FTC. As of June 23, 2025 U.S. Federal Trade Commission has concluded its antitrust review of transaction. As of July 17, 2025, Australia Competition and Consumer Commission (ACCC) has granted clearance for the acquisition. The ACCC approval brings the total number of antitrust approvals to 14 out of the 18 required for closing. As on August 6, 2025, the UK's Competition and Markets Authority has approved the transaction. As of September 30, 2025 transaction has received regulatory approval in all required jurisdictions. As of October 21, 2025, the transaction is expected to close by the end of November 2025.
PJT Partners is serving as financial advisor and fairness opinion provider to Omnicom. Bradley C. Faris, Jason Morelli, Jeff Hammel, Joel Trotter, Nicholas J. DeNovio, David Raab, David Della Rocca, Nikhil Kumar, Sandra Benjamin, Jeffrey Tochner, Robert Brown, Jonathan Drory, Cindy Caillavet Sinclair, Colin O’Regan, Ruchi Gill, Kevin Chambers, Farrell Malone, Michael Egge, Héctor Armengod, Jana Dammann de Chapto, and Tara Tavernia of Latham & Watkins LLP serving as legal advisors to Omnicom. Danielle Scalzo, Laura Acker, Samir Patel and Jordan Messinger of Willkie Farr & Gallagher LLP acted as legal advisors to Interpublic. Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to The Interpublic Group of Companies. IPG has agreed to pay Morgan Stanley a fee of approximately $75 million (the “Morgan Stanley Transaction Fee”), $5.0 million of which became payable upon the delivery of Morgan Stanley’s fairness opinion to the IPG board. Innisfree M&A Incorporated acted as information agent to Omnicom and will receive a fee of up to $112,500. D.F. King & Co., Inc acted as information agent to IPG and will receive a fee of approximately $100,000. Equiniti Trust Company, LLC acted as transfer agent to Omnicom. Computershare Trust Company, N.A. acted as transfer agent to IPG. Claire Jeffs of Slaughter and May acted as legal advisor to Omnicom Group Inc. (NYSE:OMC).
Omnicom Group Inc. (NYSE:OMC) completed the acquisition of The Interpublic Group of Companies, Inc. (NYSE:IPG) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), and others on November 26, 2025.