February 2025 Vidcast // Omnicom buys Interpublic
A transaction between high-level communicators.
Professor Dominique Jacquet looks at an unprecedented operation in the world of advertising.
The combined company will bring together unmatched capabilities, including the industry’s deepest bench of marketing talent, and the broadest and most innovative services and products, underpinned by the most advanced sales and marketing platform.
WEBVTT
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Hello and welcome to this Vidcast, which is devoted
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to two major companies communication
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and advertising agendas.
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The first one created sync different for Apple.
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The second one is attributed the L'Oreal famous
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because you are worth it.
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You probably recognized Omnicom
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and Interpublic group respectively.
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Number three and number four in the industry.
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On the 9th of December, 2024, the companies announced
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that they were combining their business operations into one
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unique entity.
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The combination will take the form of an acquisition.
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It's not going to be a cash acquisition,
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but an all stock transaction.
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Omnicom is going to buy IPG, each
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and every shareholder of IPG is going
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to receive 0.344 newly created Omnicom
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shares for each and every IPG share.
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If you take the stock price
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of Omnicom when the transaction is announced,
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it represents an enterprise value for Interpublic
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of $13.2 billion.
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Unfortunately, from the moment they made the announcements
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to today, the stock price dramatically dropped
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and the enterprise value today is about $12 billion.
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Now of course, as you create Omnicom shares, which are going
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to be given to IPG shareholders,
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the Omnicom shareholders are going
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to be diluted at the end of the transaction.
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The Omnicom initial shareholders will keep
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60.6% of the total number of shares.
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The IPG shareholders will receive 39.4%
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of the combined operations.
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Now, the objective is to create the number one global
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number three plus number four becomes number one
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with 100,000 employees end
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to end global service innovation for the customers
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and free cash flow for the investors.
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The initiator and the main conductor of this operation
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of this combination is John Rain, the CEO of Omnicom.
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He was born in 1952
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and interviewed by a journalist in 2024.
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When he is 72 years old, he says, I'm not 30 anymore.
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If I'm going to change the world, I'm going
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to change it quickly.
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This is a quite interesting statement, which puts uh,
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this combination into an interesting perspective.
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Now of course, combining these operations will create a
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very big company.
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If you use the 2023 figures, it's about $25.6 billion
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of combined revenue.
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Operating profits going to be close to 4 billion
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and the net income is going to be $2.7 billion,
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which is your ability to distribute a dividend.
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But it's just the ability to distribute a dividend.
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You need cash and the combined free cash flow is supposed
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to be more than $3 billion.
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So the company can definitely pay
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a dividend to its shareholders.
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The company will be predominantly based in us.
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57% of the revenues are going to be US revenues
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and 43% international revenues.
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But the dominant market in the world as far
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as advertising is concerned is us.
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So there's no very big issue around that,
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and the purchasing power will be very strong
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because global media billings will represent
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$65 billion.
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Of course, the equation is when you generate $3.3 billion
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of free cash flow, what are you going to do with the money?
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And Omnicom declares that the discipline in capital
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allocation will remain the same.
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We are going to keep on distributing a dividend $0.70 per
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share, no change.
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We are going to return capital to shareholders
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through buybacks share repurchases,
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and in between the company's mentioning acquisitions,
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targeted strategic acquisitions in high growth areas.
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That's quite interesting
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because they not mention growth very often in this
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communication, never about organ growth.
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A little bit about external growth, strategic acquisitions
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in its financial communication devoted to the announcement.
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Omnicom is again communicating on the transaction
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highlights, repeating the 0.344 new Omnicom shares
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the shareholders 60.6, 39.4,
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the plus more than $3 billion in
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annual free cash flow.
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The company's just mentioning that there will be
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expanded offerings creating greater
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opportunities for growth.
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Without giving a figure on that,
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the only additional figure which is
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provided by the communication is costs synergies,
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annual cost synergies of $750 million.
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So you understand that growth is mentioned and no target.
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It's quite interesting also
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to spend a moment discussing the financial structure
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of Omnicom IPG and the operations.
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In the financial communication.
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Omnicom says, oh, we have a leverage of 2.5.
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What does it mean? It means that debt divided by A BDA
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represents 2.5 years.
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It takes 2.5 years to repair the debt.
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As far as in Interpublic is concerned,
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the same figure is 1.7, so 2.5, 1.7.
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At first sight, it looks quite the same,
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but in fact they use debt divided by EBITDA
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and not net debt divided by ebitda.
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And as Interpublic is quite cash rich, the leverage
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for Interpublic is
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0.8 when it is 1.4 for Omnicom.
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So Omnicom is significantly more indebted than
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Interpublic and we can make the same comment on the debt
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maturity profile.
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In 26 27 combined, Omnicom will have to cash out $2 billion
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to repair the debt.
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Nothing for I-P-G-I-P-G is going
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to start redeeming the debt at the level of $500 million
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or one third of the cash they have in hand today in 2028,
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though definitely Interpublic is low leverage
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and debt is high maturity, so the company is much safer
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as far as the financial structure is concerned,
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and this is probably the reason why Omnicom
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and IPG decided for a shared transaction
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and not a cash transaction.
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The balance sheet of Omnicom would not have been strong
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enough to support this kind of acquisition in cash,
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which is definitely not a surprise when two big players
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of roughly the same size are combining their operations.
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It's very rarely in cash.
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General speaking, it's an all stock transaction.
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Now, I mentioned enterprise value and I mentioned growth.
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Let's make the valuation of IPG using the traditional
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DCF discounted cash flow method.
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So we are going to evaluate free cash flows
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and we are going to discount them at the weighted
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average cost of capital.
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In the free cash flow you have ebit, EBITDA taxes,
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depreciation, CapEx, and working capital requirement.
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As far as CapEx and DA is concerned, it's quite low
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because this is a service company.
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CapEx represent roughly 1.5% of revenues
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and is matching with DNA
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because the business is quite at maturity as far
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as the working capital requirement is concerned, it's close
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to zero, slightly negative.
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So I'm going to neglect the delta working capital
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requirement in the calculation of the free cash flows
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and what is left for the free cash flow calculation,
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the net operating profit
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after tax EBIT multiplied by one minus tax rate
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and a weighted average cost of capital, I need an estimation
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for these three parameters.
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Let's evaluate the parameters for the free cash flow
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and discounted free cash flow calculations.
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The operating profit in 23 EBA, the earnings
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before interest taxes
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and amortization of intangible assets,
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which is a traditional way to look at the operating profit.
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For this kind of business, it was $1.6 billion.
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It's supposed to be less in 2024,
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but for the first nine months of 2024,
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it's only 0.7 billion.
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Now the market assumptions, the professionals,
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the experts in the business,
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I say I should be about $1.4 billion for 2024.
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Maybe the fourth quarter is going to be quite positive.
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Is it an optimistic assumption? I don't know.
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I'm going to take this figures. Granted.
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Corporate tax rate history call future about 20%.
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Now the way that average cost of capital is share of equity,
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share of debt, respective limited applied by cost
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of equity and cost of debt.
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Cost of debt is about the interest rate, 6% less taxes
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and cost of equity is cap pen, government bond rate 4.5%,
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but the beta, which is supposed about one multiplied
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by the equity market risk premium
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of 6% though work is about 10%.
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Once you have calculated the free cash flow
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and the weighted average cost of capital, if you want
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to use the terminal value formula
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to estimate the enterprise value, you need less parameter
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what will be the growth rate,
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average growth rate in the long term for the free cash flow.
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And I take 0%.
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I will explain you why in a minute,
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but the enterprise value coming from the formula is
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$11.2 billion.
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Now you subtract the net financial debt,
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you get a value effect intrinsic fundamental value
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of about $10 billion.
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The current market capitalization
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of the company is $10.2 billion, though gross
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of 0% is definitely what is currently in the mind
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of the investors, and that's not really a surprise.
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When you observe the evolution of the revenues
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of the big four over the last 10 years, you compare 2013
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and 2023 Omnicom in billion dollars,
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15.3 becoming 14.7 gross is
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nil in nominal terms.
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What about Interpublic?
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It was 7.1 billion in 20 13, 10 0.9 in
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2023, but quite the same in 2024.
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So there is kind of stabilization as far
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as the other two are concerned.
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It's WPP in the UK from 11 billion in 20
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13 billion of ster pounds of course to 14.9.
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So there is a kind of growth.
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The winner is publishes the French company,
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7 billion euros in 2013
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and 13.1 billion in 2023,
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but Publicis is significantly more aggressive in terms
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of data, ai, et cetera.
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You remember I told you that growth was not quantified,
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but the synergies are quantified
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and they're supposed to provide annual cost savings
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of $750 million significantly achievable
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within the next two years.
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It's detailed. It's about cost on CapEx,
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optimizing the organization, cost of services,
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GNA platform investment and so on and so forth.
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So you have a figure for this kind of synergy, no figure
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for growth, but a figure for cost savings.
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Evaluating those synergies in terms
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of value creation is simply starting the same calculation,
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but including the synergies in the calculation
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of the operating profit.
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The beta was 1.4, you add 0.7, you get 2.1 billion,
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you take the same growth rate 0%,
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and the same kind of calculation leads
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to an enterprise value, which is now $16.8 billion
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minus net interest bearing debt.
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The fundamental value of equity is $15.4 billion.
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You compare that with the current market capitalization
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of $10.2 billion
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and you get a kind of potential value creation of $5 billion
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if you remember that the Omnicom shareholders still have 60%
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of the shares after the combination.
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$3 billion are attributable to the Omnicom shareholders.
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And another way to look at value creation is
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to calculate the return investment
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for the Omnicom shareholders, assuming
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that the synergies are going to be properly implemented.
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Again, EBIT a plus synergies is 2.1 billion
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after tax, $1.7 billion.
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The price which is paid
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with the current stock price is $12 billion on price value.
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Now, the return investment is uh, the ebit a
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after tax 1.7 divided by 12, it's 14% after tax.
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Then you compare that with a weighted average cost
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of capital of 10%,
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and you understand that it's a performing investment
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because the return investment exceeds the cost
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of capital by 4%.
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It is the economic profit of the investment,
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which is strictly positive.
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Now, clearly as investors don't buy this story,
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it's interesting to observe over the last six months
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evolution of stock price of IPG on one hand,
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OmniComm on the other hand, so there's a kind of correlation
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between the two stock prices up to September last year.
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Then de correlation, IPG goes down and down
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and then is going to go up.
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And since the announcement of the combination,
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the stock price of IPG is now 0.344 times the
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stock price of Omnicom.
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Omnicom went up with a high at the beginning
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of December, 2024.
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Then the consequence of the announcement is
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that the stock price is down by almost 10%
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and then it's going to be further down
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even though it's a little bit up to date as opposed
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to the very low in January.
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You understand that the announcement
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of the combination is destroying 2020 1%
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of the Omnicom stock price.
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Though again,
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the investors don't buy the synergies and the combination.
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The fact that the combination is not very much approved
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by investors can be found in different
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operational considerations.
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Of course, there are some good news.
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The good news are complementarity.
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Omnicom is a strong company in terms of creation,
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global presence, very significant buying power.
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IPG is very good in data, digital technologies and ai,
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and the company has reputation of being quite good
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and aggressive at identifying targets
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and implementing external growth.
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The downside is the management challenge.
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They will have to manage a cultural integration,
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which is always extremely difficult in this kind
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of business, and there will be certainly conflicts
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of interest and loss of clients.
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There's nothing new about that.
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It's the same for audit firms, law firms,
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investment banking institutions, and so on and so forth.
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You lose clients
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because you can't serve competitors under the same roof.
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But beyond simply operational considerations, they are
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strategic considerations.
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The global market is estimated at $1 trillion
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in 2024.
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The source is WPP, which is a very credible source.
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The market was uh, by 9.5%, probably a bit of slowdown,
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20, 25 plus 7.7%,
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but there is not an elephant in the room.
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There are five elephants in the room,
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and a strategic challenge for the company is named Alphabet.
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Google with revenues in advertising
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of $265 billion.
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Meta $165 billion plus TikTok,
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Biden, Amazon, Alibaba.
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This Big five represent more than 50% of the total market
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and most of the growth, most
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of the growth will be in data, AI and digital.
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What about traditional media?
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It's quite stable slide, decrease
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with a small exception about tv,
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which is supposedly growing at about 2%,
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which is absolutely not the gross rate of digital and ai.
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Let me propose you a few comments
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before we close this with cast.
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First. Clearly the battle will be on data, on ai,
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an this is going to require a lot of investment.
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You remember that investment
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and growth, it's quite the same, yes,
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but what about organic growth?
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And then there's a very strong question mark.
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Of course, there will be external growth, m
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and a targeting, high growth segments,
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identifying the companies, implementing the merge,
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and it's definitely a strong contribution
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of IPG for Omnicom.
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But when I look at the presentation of the operation,
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I find it extremely financial and not so much business
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and growth and development oriented.
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We talk about free cash flows, buybacks, dividend,
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the confirmation of the tiffan,
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and all these figures are quantified.
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Growth is just hardly mentioned.
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Martin Sore, the very well known
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and charismatic founder of WPP commented the deal
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and he said it's a circling of vegans, which probably refers
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to the far west, and he also added this is about two people
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huddling and a cold.
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It is a little bit arrogant and extremely unpleasant,
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but it's probably also a little bit true.
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Thank you very much.
Hello and welcome to this Vidcast, which is devoted to two major companies communication and advertising agendas.
The first one created sync different for Apple.
The second one is attributed the L'Oreal famous because you are worth it.
You probably recognized Omnicom and Interpublic group respectively.
Number three and number four in the industry.
On the 9th of December, 2024, the companies announced that they were combining their business operations into one unique entity.
The combination will take the form of an acquisition.
It's not going to be a cash acquisition, but an all stock transaction.
Omnicom is going to buy IPG, each and every shareholder of IPG is going to receive 0.344 newly created Omnicom shares for each and every IPG share.
If you take the stock price of Omnicom when the transaction is announced, it represents an enterprise value for Interpublic of $13.2 billion.
Unfortunately, from the moment they made the announcements to today, the stock price dramatically dropped and the enterprise value today is about $12 billion.
Now of course, as you create Omnicom shares, which are going to be given to IPG shareholders, the Omnicom shareholders are going to be diluted at the end of the transaction.
The Omnicom initial shareholders will keep 60.6% of the total number of shares.
The IPG shareholders will receive 39.4% of the combined operations.
Now, the objective is to create the number one global number three plus number four becomes number one with 100,000 employees end to end global service innovation for the customers and free cash flow for the investors.
The initiator and the main conductor of this operation of this combination is John Rain, the CEO of Omnicom.
He was born in 1952 and interviewed by a journalist in 2024.
When he is 72 years old, he says, I'm not 30 anymore.
If I'm going to change the world, I'm going to change it quickly.
This is a quite interesting statement, which puts uh, this combination into an interesting perspective.
Now of course, combining these operations will create a very big company.
If you use the 2023 figures, it's about $25.6 billion of combined revenue.
Operating profits going to be close to 4 billion and the net income is going to be $2.7 billion, which is your ability to distribute a dividend.
But it's just the ability to distribute a dividend.
You need cash and the combined free cash flow is supposed to be more than $3 billion.
So the company can definitely pay a dividend to its shareholders.
The company will be predominantly based in us.
57% of the revenues are going to be US revenues and 43% international revenues.
But the dominant market in the world as far as advertising is concerned is us.
So there's no very big issue around that, and the purchasing power will be very strong because global media billings will represent $65 billion.
Of course, the equation is when you generate $3.3 billion of free cash flow, what are you going to do with the money? And Omnicom declares that the discipline in capital allocation will remain the same.
We are going to keep on distributing a dividend $0.70 per share, no change.
We are going to return capital to shareholders through buybacks share repurchases, and in between the company's mentioning acquisitions, targeted strategic acquisitions in high growth areas.
That's quite interesting because they not mention growth very often in this communication, never about organ growth.
A little bit about external growth, strategic acquisitions in its financial communication devoted to the announcement.
Omnicom is again communicating on the transaction highlights, repeating the 0.344 new Omnicom shares the shareholders 60.6, 39.4, the plus more than $3 billion in annual free cash flow.
The company's just mentioning that there will be expanded offerings creating greater opportunities for growth.
Without giving a figure on that, the only additional figure which is provided by the communication is costs synergies, annual cost synergies of $750 million.
So you understand that growth is mentioned and no target.
It's quite interesting also to spend a moment discussing the financial structure of Omnicom IPG and the operations.
In the financial communication.
Omnicom says, oh, we have a leverage of 2.5.
What does it mean? It means that debt divided by A BDA represents 2.5 years.
It takes 2.5 years to repair the debt.
As far as in Interpublic is concerned, the same figure is 1.7, so 2.5, 1.7.
At first sight, it looks quite the same, but in fact they use debt divided by EBITDA and not net debt divided by ebitda.
And as Interpublic is quite cash rich, the leverage for Interpublic is 0.8 when it is 1.4 for Omnicom.
So Omnicom is significantly more indebted than Interpublic and we can make the same comment on the debt maturity profile.
In 26 27 combined, Omnicom will have to cash out $2 billion to repair the debt.
Nothing for I-P-G-I-P-G is going to start redeeming the debt at the level of $500 million or one third of the cash they have in hand today in 2028, though definitely Interpublic is low leverage and debt is high maturity, so the company is much safer as far as the financial structure is concerned, and this is probably the reason why Omnicom and IPG decided for a shared transaction and not a cash transaction.
The balance sheet of Omnicom would not have been strong enough to support this kind of acquisition in cash, which is definitely not a surprise when two big players of roughly the same size are combining their operations.
It's very rarely in cash.
General speaking, it's an all stock transaction.
Now, I mentioned enterprise value and I mentioned growth.
Let's make the valuation of IPG using the traditional DCF discounted cash flow method.
So we are going to evaluate free cash flows and we are going to discount them at the weighted average cost of capital.
In the free cash flow you have ebit, EBITDA taxes, depreciation, CapEx, and working capital requirement.
As far as CapEx and DA is concerned, it's quite low because this is a service company.
CapEx represent roughly 1.5% of revenues and is matching with DNA because the business is quite at maturity as far as the working capital requirement is concerned, it's close to zero, slightly negative.
So I'm going to neglect the delta working capital requirement in the calculation of the free cash flows and what is left for the free cash flow calculation, the net operating profit after tax EBIT multiplied by one minus tax rate and a weighted average cost of capital, I need an estimation for these three parameters.
Let's evaluate the parameters for the free cash flow and discounted free cash flow calculations.
The operating profit in 23 EBA, the earnings before interest taxes and amortization of intangible assets, which is a traditional way to look at the operating profit.
For this kind of business, it was $1.6 billion.
It's supposed to be less in 2024, but for the first nine months of 2024, it's only 0.7 billion.
Now the market assumptions, the professionals, the experts in the business, I say I should be about $1.4 billion for 2024.
Maybe the fourth quarter is going to be quite positive.
Is it an optimistic assumption? I don't know.
I'm going to take this figures.
Granted.
Corporate tax rate history call future about 20%.
Now the way that average cost of capital is share of equity, share of debt, respective limited applied by cost of equity and cost of debt.
Cost of debt is about the interest rate, 6% less taxes and cost of equity is cap pen, government bond rate 4.5%, but the beta, which is supposed about one multiplied by the equity market risk premium of 6% though work is about 10%.
Once you have calculated the free cash flow and the weighted average cost of capital, if you want to use the terminal value formula to estimate the enterprise value, you need less parameter what will be the growth rate, average growth rate in the long term for the free cash flow.
And I take 0%.
I will explain you why in a minute, but the enterprise value coming from the formula is $11.2 billion.
Now you subtract the net financial debt, you get a value effect intrinsic fundamental value of about $10 billion.
The current market capitalization of the company is $10.2 billion, though gross of 0% is definitely what is currently in the mind of the investors, and that's not really a surprise.
When you observe the evolution of the revenues of the big four over the last 10 years, you compare 2013 and 2023 Omnicom in billion dollars, 15.3 becoming 14.7 gross is nil in nominal terms.
What about Interpublic? It was 7.1 billion in 20 13, 10 0.9 in 2023, but quite the same in 2024.
So there is kind of stabilization as far as the other two are concerned.
It's WPP in the UK from 11 billion in 20 13 billion of ster pounds of course to 14.9.
So there is a kind of growth.
The winner is publishes the French company, 7 billion euros in 2013 and 13.1 billion in 2023, but Publicis is significantly more aggressive in terms of data, ai, et cetera.
You remember I told you that growth was not quantified, but the synergies are quantified and they're supposed to provide annual cost savings of $750 million significantly achievable within the next two years.
It's detailed.
It's about cost on CapEx, optimizing the organization, cost of services, GNA platform investment and so on and so forth.
So you have a figure for this kind of synergy, no figure for growth, but a figure for cost savings.
Evaluating those synergies in terms of value creation is simply starting the same calculation, but including the synergies in the calculation of the operating profit.
The beta was 1.4, you add 0.7, you get 2.1 billion, you take the same growth rate 0%, and the same kind of calculation leads to an enterprise value, which is now $16.8 billion minus net interest bearing debt.
The fundamental value of equity is $15.4 billion.
You compare that with the current market capitalization of $10.2 billion and you get a kind of potential value creation of $5 billion if you remember that the Omnicom shareholders still have 60% of the shares after the combination.
$3 billion are attributable to the Omnicom shareholders.
And another way to look at value creation is to calculate the return investment for the Omnicom shareholders, assuming that the synergies are going to be properly implemented.
Again, EBIT a plus synergies is 2.1 billion after tax, $1.7 billion.
The price which is paid with the current stock price is $12 billion on price value.
Now, the return investment is uh, the ebit a after tax 1.7 divided by 12, it's 14% after tax.
Then you compare that with a weighted average cost of capital of 10%, and you understand that it's a performing investment because the return investment exceeds the cost of capital by 4%.
It is the economic profit of the investment, which is strictly positive.
Now, clearly as investors don't buy this story, it's interesting to observe over the last six months evolution of stock price of IPG on one hand, OmniComm on the other hand, so there's a kind of correlation between the two stock prices up to September last year.
Then de correlation, IPG goes down and down and then is going to go up.
And since the announcement of the combination, the stock price of IPG is now 0.344 times the stock price of Omnicom.
Omnicom went up with a high at the beginning of December, 2024.
Then the consequence of the announcement is that the stock price is down by almost 10% and then it's going to be further down even though it's a little bit up to date as opposed to the very low in January.
You understand that the announcement of the combination is destroying 2020 1% of the Omnicom stock price.
Though again, the investors don't buy the synergies and the combination.
The fact that the combination is not very much approved by investors can be found in different operational considerations.
Of course, there are some good news.
The good news are complementarity.
Omnicom is a strong company in terms of creation, global presence, very significant buying power.
IPG is very good in data, digital technologies and ai, and the company has reputation of being quite good and aggressive at identifying targets and implementing external growth.
The downside is the management challenge.
They will have to manage a cultural integration, which is always extremely difficult in this kind of business, and there will be certainly conflicts of interest and loss of clients.
There's nothing new about that.
It's the same for audit firms, law firms, investment banking institutions, and so on and so forth.
You lose clients because you can't serve competitors under the same roof.
But beyond simply operational considerations, they are strategic considerations.
The global market is estimated at $1 trillion in 2024.
The source is WPP, which is a very credible source.
The market was uh, by 9.5%, probably a bit of slowdown, 20, 25 plus 7.7%, but there is not an elephant in the room.
There are five elephants in the room, and a strategic challenge for the company is named Alphabet.
Google with revenues in advertising of $265 billion.
Meta $165 billion plus TikTok, Biden, Amazon, Alibaba.
This Big five represent more than 50% of the total market and most of the growth, most of the growth will be in data, AI and digital.
What about traditional media? It's quite stable slide, decrease with a small exception about tv, which is supposedly growing at about 2%, which is absolutely not the gross rate of digital and ai.
Let me propose you a few comments before we close this with cast.
First.
Clearly the battle will be on data, on ai, an this is going to require a lot of investment.
You remember that investment and growth, it's quite the same, yes, but what about organic growth? And then there's a very strong question mark.
Of course, there will be external growth, m and a targeting, high growth segments, identifying the companies, implementing the merge, and it's definitely a strong contribution of IPG for Omnicom.
But when I look at the presentation of the operation, I find it extremely financial and not so much business and growth and development oriented.
We talk about free cash flows, buybacks, dividend, the confirmation of the tiffan, and all these figures are quantified.
Growth is just hardly mentioned.
Martin Sore, the very well known and charismatic founder of WPP commented the deal and he said it's a circling of vegans, which probably refers to the far west, and he also added this is about two people huddling and a cold.
It is a little bit arrogant and extremely unpleasant, but it's probably also a little bit true.
Thank you very much.