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In the first attempt by a German ad agency to own an international agency network, Hamburg-based Springer & Jacoby is buying into the Ayer Europe network.

Ayer Europe was originally assembled through acquisitions and affiliations by N.W. Ayer & Partners. But the relationship never prospered, and N.W. Ayer sold its minority stake in the network earlier this year.

Reinhard Springer and Konstantin Jacoby, co-founders and owners of Germany's ninth largest agency, and several unnamed investors have signed a letter of intent with Ayer Europe to acquire an initial large minority share in the network. Agency officials would not disclose the price or the size of the minority share. The deal, including an option to buy a majority stake later, is expected to be finalized by early November.

Ayer Europe ranks 33rd among the world's top 50 advertising organizations, with 1994 income of $73.2 million on billings of $522 million. Until now, the network's largest shareholders have been Marvin Green, a Bermuda-based American investor not involved in the running of the agency, and Ayer Europe Chairman Richard Hedger, who will keep that title after the deal is completed. Mr. Hedger did not return calls.

Springer & Jacoby, started in 1979, is regarded as one of Germany's hottest creative agencies. In 1994, gross income was $46.7 million from billings of $311.7 million.

Ayer Europe's biggest clients are the Volkswagen-owned SEAT car company and German skincare products marketer Beiersdorf. The network's earlier relationship with N.W. Ayer ended partly because of potential conflicts with N.W. Ayer clients Procter & Gamble Co. and General Motors Corp.

The deal offers Messrs. Springer and Jacoby the opportunity to break into the international advertising scene.

"Originally we had planned to link the Ayer network to our Hamburg-based Springer & Jacoby agency, but this did not work because we handle Mercedes-Benz in Germany and Ayer works for VW/SEAT," said Holger Uhlmann, manager of Springer & Jacoby, who is responsible for international development.

Instead, Springer & Jacoby plans to set up a German holding company called ComInterest to hold the Ayer Europe shares. Mr. Uhlmann will become president of ComInterest. The Ayer name in Europe will disappear in favor of Wilkens, the original name of the German agency acquired by N.W. Ayer in 1984. The network's agencies in Germany, France, the U.K., Italy, Spain, Hungary, Portugal, the Netherlands and the Czech Republic will drop Ayer and add Wilkens to their local names.

"We plan to polish [Ayer] up, but there will be no connection between the agency Springer & Jacoby and the Wilkens network," Mr. Uhlmann said.

For example, he wants to extend the soon-to-be Wilkens network outside Europe, with Asia the key area for growth. Ayer Europe already has a cooperation agreement with the Lee David agencies in Hong Kong, Beijing and Shanghai.

"In addition, further in the future, we do look for a U.S. link," Mr. Uhlmann said.

Until now Ayer Europe has had enough trouble just keeping its network together in Europe. The biggest of several Ayer-owned agencies in Paris went bankrupt last year. And, in a long-running pitch for the SEAT business, Ayer dumped its Spanish agency, TAPSA/N.W.Ayer, to hook up with Barcelona hotshop Casadevall Pedreno to handle that account.

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