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After more than two years of an off-and-on courtship, Omnicom Group finally struck a deal to acquire Ross Roy Communications, a Bloomfield Hills, Mich., agency best known for direct marketing and sales promotion work.

The deal, said to be worth $52 million, establishes Ross Roy as a wholly owned subsidiary of Omnicom and one of 35 independent companies operating within Omnicom's Diversified Advertising Services division.

"Omnicom is a particularly well-run organization and financially very sound, which will en-able us to make needed investments in technology over the next few years," said Peter Mills, who will stay on as Ross Roy's chairman-CEO.

Before joining Ross Roy in June 1993, Mr. Mills had been president-chief operating officer of Omnicom's BBDO North America, where he was point man in fruitless negotiations to acquire Ross Roy.

This time around, Omnicom was bidding against adman Richard Humphreys, a partner in AdCom Investments, the holding company that controls N.W. Ayer & Partners and Bozell Worldwide, both New York. Bozell, like Omnicom's BBDO and Ross Roy, lists Chrysler Corp. as a major client.

Mr. Mills will report to John Wren, CEO of Omnicom's DAS division, who said the acquisition provides expertise in sales-incentive training. In addition, Ross Roy, with its office in Windsor, Ontario, gives DAS database marketing capabilities in Canada.

For Ross Roy, the arrangement provides access to pitch its below-the-line services to the ad clients of other Omnicom agencies, Mr. Mills said.

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