Publicis, Bcom3 deal approved

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Bcom3 Group shareholders won't be quite so rich when Publicis Groupe closes its acquisition this week. That's because Publicis stock has fallen 45% since the deal was announced in March, reflecting a slump that's hit the agency category.

Shareholders of privately owned Bcom3 approved the deal Sept. 20, paving the way for shareholder Dentsu to invest $498.7 million in cash in Chicago-based Bcom3 and then for France's Publicis to buy Bcom3. The transaction will give Japan's Dentsu a 15% stake in Publicis, which will be the No. 4 agency holding company.

Publicis' Bcom3 buyout earlier was worth about $3.4 billion, using last week's euro values. With the stock decline, it's now worth an estimated $2.4 billion. The ultimate payoff is to be determined; Bcom3's 600 shareholders can't sell all of their Publicis stock for up to 24 months. And the bundle to be split by Bcom3 Chairman-CEO Roger Haupt and three top current or former executives will initially be worth significantly less than the $312 million calculated last spring. Mr. Haupt becomes Publicis president-chief operating officer under Chairman-CEO Maurice Levy.

Most of the 75 to 80 Bcom3 corporate staffers are expected to be gone within weeks. "Maurice Levy is famous for working with a very thin corporate structure," said a Bcom3 spokeswoman.

In an internal posting to the Publicis Web site Sept. 4, Mr. Levy said: "No massive layoffs are planned but simply necessary staff adjustments further to the pooling of administrative functions."

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