The Making of a Mega-Deal

Inside the True North Acquisition With John Dooner

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NEW YORK (AdAge.com) -- True North Communications' "For Sale" sign went up after its loss last November of DaimlerChrysler's $1 billion consolidated Chrysler Group account. But the relationship that eventually led to a deal between top executives at the Chicago-based holding company and Interpublic Group of Cos. began three decades earlier.

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"I've been dialoging with Brendan Ryan for 30 years, and I've known David Bell for 10 years," said John Dooner, Interpublic's chairman-CEO, of the CEO of FCB Worldwide and True North's chairman-CEO, respectively.

Mr. Dooner worked in the media department of Grey Advertising in 1970 when Mr. Ryan, a product manager for General Foods' Minute Rice, became a client. "He was pretty tough, as I recall," Mr. Dooner said. "As a former client, I understand the level of excellence he requires, and as a human being, I've had many like-minded times sharing plain old dialogue about the business," he added.

Failed bid in 1997
Interpublic made a failed bid for True North in 1997, after which Publicis Groupe attempted its hostile takeover. According to Mr. Dooner, executives from both companies started talking four months ago -- close to the time DaimlerChrysler packed its bags -- about big-picture issues, such as how the two groups would fit together culturally. Conversations regarding financial issues and shareholder value wouldn't occur until "much, much later," he said.

But during the intervening period, reports of talks between True North and other suitors, first Cordiant Communications Group and then Havas Advertising and WPP Group, drew increasing public attention.

But FCB executives continually said not to rule out Interpublic. A week and a half ago, Mr. Dooner was preparing to present a detailed proposal regarding the True North buy to Interpublic's board on March 19, the same day True North was scheduled to convene a board meeting. But the timetable unexpectedly accelerated. "On Friday [March 16], it appeared someone [on] the Street got insight because of movement of the stock, so we had to request our boards to change the date of the meeting so we could review the situation and gain approval," Mr. Dooner said.

St. Patrick's Day
They met, instead, on St. Patrick's Day. The Interpublic board gathered in person and by phone in its Manhattan headquarters and unanimously approved the plan.

While Interpublic's board met, True North executives also were being summoned to meet the next day at Bozell's Manhattan offices. True North's executive committee convened just before noon March 18 to hear Mr. Dooner outline his proposal, according to executives with knowledge of the meeting. At 7 p.m., Messrs. Bell and Ryan, along with Gene Bartley, Bozell Group's chairman-CEO, True North board members and representatives from Morgan Stanley and law firm Sidley & Austin reviewed the offer. By 10 p.m., they had voted unanimously to accept the stock-for-stock deal, and many celebrated the event over dinner.

Upon completion of the merger later this summer, David Bell will be named vice chairman of Interpublic. Brendan Ryan will remain CEO of FCB Worldwide. Beyond his role on the transition team led by Mr. Bell, the role of Kevin Smith, True North's exec VP-chief financial officer, has not been determined.

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