PUBLICIS GROUPE TO ACQUIRE ROSETTA

Transcription

1 PUBLICIS GROUPE TO ACQUIRE ROSETTA May 17, 2011 Maurice Lévy - Chairman and CEO, Publicis Groupe Jean-Michel Etienne - Executive VP, Group CFO

2 Disclaimer This presentation contains forward-looking statements. The use of the words "aim(s)," "expect(s)," "feel(s)," "will," "may," "believe(s)," "anticipate(s)" and similar expressions in this presentation are intended to identify those statements as forward looking. Forwardlooking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation release. Other than in connection with applicable securities laws, Publicis Groupe undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. Publicis Groupe urges you to review and consider the various disclosures it made concerning the factors that may affect its business carefully, including the disclosures made to the French financial markets authority (AMF). 2

3 Journey to transforming Publicis Groupe Into a HUMAN, ALL DIGITAL AGENCY GROUP 3

4 Publicis Groupe and Rosetta Transforming Publicis Groupe for the new world A leader in digital communications A new aproach to new marketing models 4

5 Agenda Transaction summary Transaction rationale Publicis Groupe digital journey Rosetta overview Financial impact Publicis Groupe vision : joining forces 5

6 Transaction Summary Publicis Groupe to acquire Rosetta for USD 575 million up front payment Earn-out to be determined based on Rosetta s performance in and payable in 2014 Financing Use of available cash No debt transfer from acquired company Rosetta will operate autonomously as a standalone brand platform within Publicis Groupe and will report to Jean-Yves Naouri, Group COO Transaction is expected to close in the third quarter of 2011 Management to continue to lead Rosetta under leadership of Chris Kuenne, Founder and CEO 6

7 Transaction Rationale Publicis Groupe committed to have 35% of revenues from digital in the next three years 2010 : 28% of Publicis Groupe revenues are pure digital Publicis Groupe and Rosetta combined : 30% in 2010 (pro forma) Compelling opportunity to the transformation of Publicis Groupe for the digital age with stronger capabilities in digital, technology, marketing and consulting in digital Differentiated approach to help clients through Rosetta s consulting heritage and unique strength in the Healthcare sector 7

8 Publicis Groupe s Digital Journey The Human, Digital Agency Publicis Groupe reinvention 06/06 Digitas acquisition 12/06 Phone Valley acquisition 09/07 SMG Global Search 12/07 VivaKi Launch 06/08 Microsoft agreement in Cannes 06/09 Pole Nord acquisition 09/06 Business Interactif acquisition 09/07 Google partnership 01/08 Razorfish acquisition 08/09 ZED Global 12/06 Digitas expands: United Kingdom, France, China, India, Singapore, Brazil 2007/2008 Performics acquisition 08/08 Rosetta acquisition 05/11 A unique complementary addition to the digital assets of Publicis Groupe 8

9 Digital Agencies Ranking Advertising Age US Interactive Agencies Ranking* Publicis Groupe WPP Omnicom IPG * By US revenues as published by Advertising Age 9

10 Rosetta at a Glance Rosetta helps clients to transform their marketing model for the digital age across channels, connected devices and platforms to drive measurable impact overtime Created in revenue of $ 207M (pro forma) with 23.1% year on year growth Largest privately-held interactive agency in the US Focused on the Healthcare, Financial Services, Retail and Technology industries 1,100 employees 10 locations : US - Est/Central (Princeton-Headquarters, New York, Cleveland, Chicago, Denver, Boston) - US - West (San Luis Obispo, Los Angeles, San Jose - International (Toronto) Management Chris Kuenne - CEO and Founder Hari Mahadevan - Executive Officer - Partner Gary Sheiner - Chief Creative Officer - Partner Mark Taylor - Chief Marketing Operations Officer - Partner Tom Adamski - CEO Level Studios - Partner Nigel Adams - Chief Talent & Administrative Officer - Partner 10

11 A Large And Diversified Client Base 11

12 Financial Impact Rosetta acquisition : 12.5 x EBITDA 2011 Digitas (2007) : 17 X EBITDA 2007 Razorfish (2009) : 13.7 X EBITDA 2009 No debt transferred from acquired company Financial ratios: no change in policy Average Net debt/ebitda <1.5 - Net Debt/Equity <0.5 - Interest cover >7 At December 31, 2010 acquisition would have increased Net Debt by EUR 438 million (maximum amount). Net Debt would have amounted to EUR 332 million considering EUR 106 million net cash position. Impact from specific LTI over 3 years (USD 8.5 million per year) Acquisition accretive for Publicis Groupe margin and EPS 12

13 Publicis Groupe and Rosetta (in M ) Publicis Groupe 2010 Rosetta 2010* (Pro forma) Publicis Groupe + Rosetta Revenue Operating profit before depreciation (EBITDA) EBITDA % 17.8% 19.1% 17.9% Operating margin (EBITA) % Operating margin 15.8% 16.5% 15.8% Headcount p p p. * Rosetta 2010 proforma (including 12 months for Level) and excluding savings and post-acquisition costs (at Dec 2010 average rate : 1$=0,75508 ) 13

14 Publicis Groupe and Rosetta By joining forces, Publicis Groupe and Rosetta will execute a thoughtful plan to build the size, capabilities and team to work globally with the world s largest companies and create the ideal partner for clients in the connected world delivering : Unmatched strategic capability and approach delivering compelling customer insight, plans, content and marketing programs Industry leading technology depth across platforms and connected devices World class creative, design and user experience capabilities A unique and powerful company culture centered around our people and focused on partnering and client impact 14

15 Q&A