Omnicom and The Interpublic Group of Companies, Inc. have announced a strategic acquisition agreement in which Omnicom will acquire Interpublic in an all-stock transaction. This merger will create the world’s largest marketing and advertising firm, combining the deepest bench of talent and the most comprehensive service offerings in the industry.
The transaction, approved unanimously by both companies’ Boards of Directors, will see Omnicom acquiring Interpublic for a ratio of 0.344 Omnicom shares for every Interpublic share. Following the close of the deal, Omnicom shareholders will own 60.6% of the combined company, while Interpublic shareholders will hold 39.4%, on a fully diluted basis. The merger is expected to result in annual cost synergies of approximately $750 million.
The combined company, which will retain the Omnicom name and continue trading under the OMC ticker symbol, is projected to have more than 100,000 expert practitioners, delivering a broad range of services across media, precision marketing, CRM, data analytics, digital commerce, advertising, healthcare, public relations, and branding.
Strategic Benefits of the Acquisition
“This strategic acquisition creates significant value for both sets of shareholders by combining world-class, highly complementary data and technology platforms enabling new offerings to better serve our clients and drive growth,” said John Wren, Chairman & CEO of Omnicom. “Through this combination, we are poised to accelerate innovation and harness the significant opportunities created by new technologies in this era of exponential change. Now is the perfect time to bring together our technologies, capabilities, talent and geographic footprints to bring clients superior, data-driven outcomes. We are excited to welcome Philippe and the entire Interpublic team to the Omnicom family.”
Philippe Krakowsky, CEO of Interpublic, echoed this sentiment, adding, “This combination represents a tremendous strategic opportunity for our stakeholders, amplifying our investments in platform capabilities and talent as part of a more expansive network. Our two companies have highly complementary offerings, geographic presence, and cultures. We also share a foundational belief in the power of ideas, enabled by technology and data. By joining Omnicom, we are creating a uniquely comprehensive portfolio of services that will make us the most powerful marketing and sales partner in a world that’s changing at speed. We look forward to working with John and the entire Omnicom team.”
Transaction Highlights
- Highly Complementary Assets: The merger creates a unified company with unmatched service offerings across the marketing and advertising landscape.
- Innovative Capabilities: The combined company will leverage the most advanced consumer behavior analytics, enabling more effective and scalable marketing outcomes.
- Cost Synergies: The merger is expected to generate $750 million in annual cost synergies, further enhancing operational efficiencies.
- Leadership and Governance: John Wren will continue as Chairman & CEO of the combined company. Philippe Krakowsky and Daryl Simm will serve as Co-Presidents and COOs, with Krakowsky also taking on the role of Co-Chair of the Integration Committee post-merger. Interpublic’s Board of Directors will also welcome Philippe Krakowsky and two other members of the Interpublic team.
- Strong Financial Profile: The merger will create a combined company with $25.6 billion in 2023 revenue, $3.9 billion in adjusted EBITA, and $3.3 billion in free cash flow.
Financial and Operational Outlook
The transaction will be accretive to adjusted earnings per share for both Omnicom and Interpublic shareholders. The combined company’s revenue base will be 57% U.S. and 43% international, with an attractive debt-to-EBITDA ratio of 2.1x, even before accounting for the cost synergies. Omnicom will continue to prioritize the use of free cash flow for dividends, acquisitions, and share repurchases.
The transaction is expected to close in the second half of 2025, pending Omnicom and Interpublic shareholders’ approval, necessary regulatory approvals, and other customary closing conditions. Both companies will maintain their current quarterly dividend until the transaction closes.
Advisors
- PJT Partners is serving as the financial advisor to Omnicom.
- Latham & Watkins LLP is serving as legal advisor to Omnicom.
- Morgan Stanley is serving as the financial advisor to Interpublic.
- Willkie Farr & Gallagher LLP is serving as legal advisor to Interpublic.
The merger between Omnicom and Interpublic signals a new era in the marketing industry, as the combined entity leverages its expertise, scale, and technological capabilities to deliver comprehensive, data-driven solutions for clients around the world.
