NEW
YORK, March 13, 2025 /PRNewswire/ -- Omnicom
(NYSE: OMC) and Interpublic (NYSE: IPG) today announced that the
companies have each received a Request for Additional Information
and Documentary Material (Second Request) from the U.S. Federal
Trade Commission (FTC) in connection with Omnicom's proposed
acquisition of Interpublic.
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.
Omnicom and Interpublic have been engaged with the FTC
throughout the regulatory process and will continue to address its
queries going forward.
Both parties continue to expect the transaction to close in the
second half of 2025. Completion of the acquisition remains subject
to Omnicom and Interpublic stockholder approvals, further required
regulatory approvals, and other customary closing conditions.
About Omnicom
Omnicom (NYSE: OMC) is a leading
provider of data-inspired, creative marketing and sales solutions.
Omnicom's iconic agency brands are home to the industry's most
innovative communications specialists who are focused on driving
intelligent business outcomes for their clients. The company offers
a wide range of services in advertising, strategic media planning
and buying, precision marketing, retail and digital commerce,
branding, experiential, public relations, healthcare marketing and
other specialty marketing services to over 5,000 clients in more
than 70 countries. For more information, visit
www.omnicomgroup.com.
About IPG
Interpublic (NYSE: IPG)
(www.interpublic.com) is a values-based, data-fueled, and
creatively driven provider of marketing solutions. Home to some of
the world's best-known and most innovative communications
specialists, IPG global brands include Acxiom, Craft, FCB,
FutureBrand, Golin, Initiative, IPG Health, IPG Mediabrands,
Jack Morton, KINESSO, MAGNA, McCann,
Mediahub, Momentum, MRM, MullenLowe, Octagon, UM, Weber Shandwick
and more.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This press release includes certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act and the United States Private Securities
Litigation Reform Act of 1995, as amended. All statements, other
than statements of historical fact, included in this press release,
including those that address activities, events or developments
that Omnicom or Interpublic expects, believes or anticipates will
or may occur in the future, are forward-looking statements.
Forward-looking statements may be identified by words such as
"anticipates," "believes," "continue," "could," "estimate,"
"expects," "intends," "will," "should," "may," "plan," "potential,"
"predict," "project," "would" or the negative thereof and similar
expressions. No assurances can be given that the forward-looking
statements contained in this press release will occur as projected
and actual results may differ materially from those included in
this press release. Forward-looking statements are based on current
expectations, estimates and assumptions that involve a number of
risks and uncertainties that could cause actual results to differ
materially from those included in this press release. These risks
and uncertainties include, without limitation:
- the ability to obtain the requisite Omnicom and/or Interpublic
stockholder approvals;
- the risk that Omnicom or Interpublic may be unable to obtain
governmental and regulatory approvals required for the merger (and
the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the merger);
- the risk that the expiration of the HSR waiting period may not
occur as anticipated, affecting the timing of the merger;
- the risk that an event, change or other circumstance could
result in the termination of the merger;
- the risk that a condition to closing of the merger may not be
satisfied;
- the risk of delays in completing the merger;
- the risk that the merger may not qualify as a "reorganization"
within the meaning of Section 368(a) of the Code as intended;
- the risk that the businesses will not be integrated
successfully or that the integration will be more costly or
difficult than expected;
- the risk that the cost savings and any other synergies from the
merger may not be fully realized or may take longer to realize than
expected;
- the risk that any announcement or news coverage relating to the
merger could have adverse effects on the market price of Omnicom
common stock or Interpublic common stock;
- the risk of litigation related to the merger;
- the risk that the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect;
- the risk that management's time spent on the merger and
integration may reduce their availability for ongoing business
operations and opportunities;
- the risk of adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement or completion of the merger;
- the dilution caused by Omnicom's issuance of additional shares
of its capital stock in connection with the merger;
- adverse economic conditions or a deterioration or disruption in
the credit markets;
- the risk of losses on media purchases and production
costs;
- risks related to reductions in spending from Omnicom or
Interpublic clients or a slowdown in payments by such clients;
- risks related to each company's ability to attract new clients
and retain existing clients;
- changes in client advertising, marketing, and corporate
communications requirements;
- risks related to the inability to manage potential conflicts of
interest between or among clients of each company;
- unanticipated changes related to competitive factors in the
advertising, marketing, and corporate communications
industries;
- unanticipated changes related to, or an inability to hire and
retain, key personnel at either company;
- currency exchange rate fluctuations;
- risks related to reliance on information technology systems and
risks related to cybersecurity incidents;
- risks and challenges presented by utilizing artificial
intelligence technologies and related partnerships;
- changes in legislation or governmental regulations;
- risks associated with assumptions made in connection with
critical accounting estimates and legal proceedings;
- risks related to international operations, including currency
repatriation restrictions, social or political conditions and
regulatory environment;
- risks related to environmental, social, and governance goals
and initiatives; and
- other risks inherent in Omnicom's and Interpublic's
businesses.
All of the forward-looking statements Omnicom and Interpublic
make in or in connection with this press release are qualified by
the information contained or incorporated by reference in the joint
proxy statement/prospectus described below. For additional
information, see the sections entitled "Risk Factors" and "Where
You Can Find More Information" beginning on pages 32 and 197,
respectively, of the joint proxy statement/prospectus.
Forward-looking statements are based on the estimates and
opinions of management at the time the statements are made. Except
to the extent required by applicable law, neither Omnicom nor
Interpublic undertakes any obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise. You are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
NO OFFER OR SOLICITATION
This press release is not intended to be, and shall not
constitute, an offer to buy or sell or the solicitation of an offer
to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND
WHERE TO FIND IT
In connection with the proposed transaction, Omnicom and
Interpublic first filed a joint proxy statement with the U.S.
Securities and Exchange Commission ("SEC") on January 17, 2025, and Omnicom first filed with
the SEC a registration statement on Form S-4 on January 17, 2025 (File No.333-284358) (as
amended, the "registration statement") that includes the joint
proxy statement of Omnicom and Interpublic and a prospectus of
Omnicom. Each of Omnicom and Interpublic may also file other
relevant documents with the SEC regarding the proposed transaction.
This document is not a substitute for the joint proxy
statement/prospectus or registration statement or any other
document that Omnicom or Interpublic may file with the SEC. The
definitive joint proxy statement/prospectus has been mailed to
stockholders of Omnicom and Interpublic.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
OMNICOM, INTERPUBLIC AND THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain free copies of
the registration statement, joint proxy statement/prospectus and
other documents containing important information about Omnicom,
Interpublic and the proposed transaction, through the website
maintained by the SEC at http://www.sec.gov. Copies of the
registration statement and joint proxy statement/prospectus and
other documents filed with the SEC by Omnicom may be obtained free
of charge on Omnicom's website at
https://investor.omnicomgroup.com/financials/sec-filings/default.aspx or,
alternatively, by directing a request by mail to Omnicom's
Corporate Secretary at Omnicom Group Inc., 280 Park Avenue,
New York, New York 10017. Copies
of the registration statement, joint proxy statement/prospectus and
other documents filed with the SEC by Interpublic may be obtained
free of charge on Interpublic's website at
https://investors.interpublic.com/sec-filings/financial-reports or,
alternatively, by directing a request by mail to Interpublic's
Corporate Secretary at The Interpublic Group of Companies, Inc.,
909 Third Avenue, New York, NY
10022, Attention: SVP & Secretary.
PARTICIPANTS IN THE SOLICITATION
Omnicom, Interpublic and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of Omnicom,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Omnicom's Annual
Report on Form 10-K for the year ended December 31, 2024, including under the heading
"Information About Our Executive Officers," and proxy statement for
Omnicom's 2024 Annual Meeting of Stockholders, which was filed with
the SEC on March 28, 2024, including
under the headings "Executive Compensation," "Omnicom Board of
Directors," "Directors' Compensation for Fiscal Year 2023" and
"Stock Ownership Information." To the extent holdings of Omnicom
common stock by the directors and executive officers of Omnicom
have changed from the amounts reflected therein, such changes have
been or will be reflected on Initial Statements of Beneficial
Ownership of Securities on Form 3 ("Forms 3"), Statements
of Changes in Beneficial Ownership on Form 4 ("Forms 4")
or Annual Statements of Changes in Beneficial Ownership of
Securities on Form 5 ("Forms 5"), subsequently filed by
Omnicom's directors and executive officers with the SEC.
Information about the directors and executive officers of
Interpublic, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in
Interpublic's Annual Report on Form 10-K for the year ended
December 31, 2024, including under
the heading "Executive Officers of the Registrant," and proxy
statement for Interpublic's 2024 Annual Meeting of Stockholders,
which was filed with the SEC on April 12,
2024, including under the headings "Board Composition,"
"Non-Management Director Compensation," "Executive Compensation"
and "Outstanding Shares and Ownership of Common Stock." To the
extent holdings of Interpublic common stock by the directors and
executive officers of Interpublic have changed from the amounts
reflected therein, such changes have been or will be reflected on
Forms 3, Forms 4, or Forms 5, subsequently filed by Interpublic's
directors and executive officers with the SEC. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the registration statement
and joint proxy statement/prospectus and other relevant materials
filed or to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors and
security holders should read the registration statement and joint
proxy statement/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of any of the
documents referenced herein from Omnicom or Interpublic using the
sources indicated above.
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SOURCE Omnicom Group Inc.
