A sale of Interpublic would displace Aegis as the biggest agency
deal in history. Interpublic has a market cap of about $8.5 billion
and an enterprise value (factoring in market cap, debt and cash) of
about $9.6 billion.
Interpublic shares have come a long way from the dark recession
days of late 2008, when the stock dipped below $3. But while shares
of WPP and Publicis this year hit all-time highs and
Omnicom's stock scored its highest adjusted closing price ever,
Interpublic's stock remains far off its 1999 all-time peak
($58.38).
Potential partners
There's been long-standing industry speculation about a deal for
Interpublic, which has been leapfrogged by its rivals as the
industry consolidates. Interpublic, the original major agency
holding company, ranked as the world's largest agency firm as
recently as 2000. It now ranks No. 4, behind WPP, Omnicom and
Publicis and ahead of Dentsu Inc. and Havas.
Elliott believes Interpublic's big industry peers are the most
likely potential buyers. There was speculation about a
Publicis/Interpublic combination before Publicis and Omnicom
announced their plan to merge.
Elliott's view is that the failure of the Publicis/Omnicom
merger created an industry reset back to 2013, setting the stage
for another deal.
Industry watchers say a combination of Interpublic and Japan's
Dentsu Inc. could create a strong new No. 3 player. WPP, Omnicom,
Publicis and Havas also are seen as theoretical buyers of
Interpublic in whole or parts.
A spokesman for Dentsu Inc. said: "It is company policy not to
make any comments on rumors or speculation." An Omnicom spokeswoman
said: "We don't comment on rumors and speculation." Representatives
of WPP and Publicis declined to comment. Efforts to reach a Havas
spokeswoman for comment were not successful before this story was
published.
Non-agency buyers?
Elliott views other players, such as information-technology
companies and consulting firms, as possible but less likely buyers,
according to one of the individuals familiar with the situation.
Firms such as IBM Corp.,
Accenture, Deloitte and PwC have moved into the digital-marketing
space in recent years.
Elliott believes a deal could be done "in the very near term,"
possibly as early as this summer or fall, said an individual
familiar with the matter.
In the event a sale doesn't happen, Elliott hopes to meet with
Interpublic to discuss other ways the company could improve
operations and increase shareholder value, according to people
familiar with the situation.
Mr. Roth has sold a company before: financial firm MONY Group.
As chairman-CEO, he took MONY public in 1998 and made acquisitions,
but MONY still lacked the scale of rivals. In 2003, MONY announced
a deal to be acquired by France's AXA for about $1.5 billion.
Several of MONY's biggest shareholders protested, saying the offer
-- 32% above the IPO price -- undervalued MONY and that management
was motivated by a rich golden parachute. The deal squeaked by,
getting approved by a slim majority -- 53.4% -- of
shareholders.
AXA completed the deal July 8, 2004. Five days later, Mr. Roth
became chairman of Interpublic, where he had served as a director
since early 2002. Interpublic named Mr. Roth CEO in January
2005.
No plan yet
So what's Elliott's specific plan? Officially, there isn't one yet,
according to Elliott's Securities and Exchange Commission
filing.
The filing said Elliott hedge funds "had no plans or proposals
at the time of their various purchases and do not have plans or
proposals at present" but "may from time to time in the future
express their views to and/or meet with management, the Board of
Directors … other shareholders or third parties, including
potential acquirers … and/or formulate plans or
proposals."
The disclosure continued: "[Elliott] may take positions or make
proposals with respect to potential changes in the operations,
management … Board of Directors composition, ownership,
capital or corporate structure, dividend policy, strategy and plans
of [Interpublic] as a means of enhancing shareholder value or may
change their intention with respect to any and all matters."
Elliott informed Mr. Roth of Elliott's investment early July 24
just before making the filing. Mr. Roth was in a previously
scheduled board meeting at that time, and the board discussed the
development during the meeting.
Elliott began doing deep research on Interpublic nearly a year
ago, around the time Publicis and Omnicom announced their planned
merger. Elliott hired former agency executives who had worked at
various levels including CEO at agencies owned by Interpublic and
other firms, according to an individual familiar with the
situation. Elliott also hired a consulting firm to offer advice on
how to improve Interpublic's operations.
New to agency space
Elliott quietly began buying Interpublic stock about four or five
months ago only after it had completed the analysis and concluded
there was an opportunity, the individual said. Elliott was required
to disclose its holding last week because it had passed the 5%
ownership mark.
The investment firm is new to the agency space, but it has taken
stakes in and advocated for change at numerous companies across
industries. Elliott operates two hedge funds with a total of more
than $24 billion of assets under management. Mr. Singer, 69,
founded its flagship fund, Elliott Associates, in 1977.
Elliott has made investments in many technology companies.
Recent "campaigns" of its "equity activism" team have included
data-storage firm EMC Corp. (where Elliott currently is said to be
pressing for spinoff of a key unit); networking tech firm Riverbed
Technology (where Elliott has made a takeover offer); networking
equipment maker Juniper Networks (where Elliott this year
successfully lobbied for strategic changes); and business-software
firm BMC Software (which went private last year after Elliott
pushed for change including a possible sale).
Elliott has targeted firms in other industries over the years
including energy (oil firm Hess Corp., which last year added
Elliott nominees to its board and this year sold numerous non-core
assets including its gas stations) and casinos (Boyd Gaming, where
Elliott revealed a stake earlier this year).
Among other far-flung investments, Elliott owns Argentine
government debt that it began acquiring years ago before the
country's 2001 debt default. Elliott for years has tried to collect
on those debts. The firm in 2012 drew attention after getting a
Ghana court ruling to effectively seize an Argentine navy ship and
impound it until Argentina paid up. A United Nations court later in
2012 ordered that the ship be released. Argentina continues to
battle Elliott and other debt holders over terms for repayment of
debts.