ORGANIC DEAL COST OMNICOM $106 MILLION

Holding Company Has Full Ownership of I-Shop

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NEW YORK (AdAge.com) -- Omnicom Group's buyback of interactive agency Organic cost $106.2 million, according to financial documents filed today by the advertising agency holding company.

In an annual report submitted to the U.S. Securities and Exchange Commission, Omnicom disclosed it bought back full ownership of Organic from Seneca Investments, an interactive services holding company, in exchange for $99 million of its preferred stock in Seneca and assuming $7.2 million in Organic's liabilities.

Seneca was formed by investment

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group Pegasus Investors II in 2001 after Omnicom traded its stake in Communicade -- a wholly-owned subsidiary that functioned as a holding company for its investments in 16 online shops -- in exchange for preferred stock in Seneca. Seneca later bought full ownership of Organic and Agency.com and restructured them in an attempt to make them profitable. Omnicom has reportedly also held talks to acquire Agency.com.

Controversial deal
The Seneca deal had been a source of controversy after a Wall Street Journal article last May speculated that the partnership allowed Omnicom to avoid writing off losses in its Internet investments. Omnicom's management denied the allegations, and was cleared in the fall by its auditors, KPMG, who reviewed the transaction and recommended no changes.

Separately, the filing also disclosed Omnicom spent $680.1 million in acquisitions during 2002, down from $844.7 million in 2001. The $680.1 million includes $324.8 million in earn-out payments from acquisitions done in previous years.

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