PARIS, BOSTON – Publicis Groupe will acquire Sapient in an all-cash transaction for $3.7 billion or $25 per share in an agreement that has been approved unanimously by the management and supervisory boards of Publicis Groupe and the Board of Directors of Sapient.
“Sapient is a ‘crown jewel,’ a one of a kind company born in the technology space with strengths in marketing, communications, consulting and omni-channel commerce, all of which are equally important to best help clients achieve their digital transformation. It will also give Publicis Groupe access to new markets and creating new revenue streams,” said Maurice Lévy, chairman and CEO of Publicis Groupe.
“This acquisition fulfills many of Publicis Groupe’s objectives: we will enhance our leadership position in digital, achieve our goal of deriving 50 percent of our revenues from Publicisgroupe.com digital and technology three years ahead of our 2018 plan, and leverage technology, consulting capabilities to expand in new verticals, and offering new and exciting opportunities to our talents,” Lévy said.
Alan J. Herrick, Sapient President, CEO and Co-Chairman, added: “This transaction provides substantial value to our shareholders, offers an ideal cultural match for our people and provides an opportunity to share a wealth of new capabilities with our clients.”
“The Sapient team has been on a 24-year journey building a company with the objective of creating significant impact for our clients and the industries in which they operate. With Publicis Groupe, we have found a partner that accelerates the level of transformation we can drive into the marketplace,” Herrick continued.
The acquisitions sees the creation of a new platform, Publicis.Sapient, which will focus exclusively on digital transformation at the convergence of communication, marketing, commerce and technology.
Publicis.Sapient will enhance Publicis Groupe’s global leadership, and will help clients better anticipate trends and continue to innovate in the fast-growing and highly dynamic digital environment.
Publicis.Sapient will be led by Herrick, who has been Sapient’s Chief Executive Officer and a member of the Board of Directors since October 2006.
During this time he has led the company through a sustained and significant period of growth. He was named Co-Chairman of the Board in June 2012. Herrick first joined Sapient in 1995 and was instrumental in the top- and bottom-line growth of Sapient’s key business units, having led operations in North America and Europe.
He will also serve on Publicis Groupe’s Directoire+. Jerry A. Greenberg, founder and Board Co-Chairman of Sapient, will join Publicis Groupe’s Supervisory Board as an independent member.
Lévy commented: “I am extremely pleased to welcome Alan to our senior management team, the Directoire+. He brings deep expertise in technology and the digital world with a stellar track record of innovation, leadership and growth. Our Board is equally pleased to welcome Jerry as a new independent Board member. These moves support our commitment to redefining the future for our clients.”
Herrick said: “Over the decades, Publicis Groupe has shown a high level of ethics, a great culture with ‘Viva la Difference!’ and a commitment to innovation and performance with some of the greatest leaders of the industry. All of us at Sapient are excited and proud to become part of the Publicis Groupe team and continue our ambition to reshape the value we can provide clients.”
The acquisition is expected to be accretive to Publicis Groupe’s headline EPS. In addition to generating run-rate annual cost synergies of €50 million, there will be substantial opportunities for Publicis.Sapient to work together with Publicis Groupe’s other businesses to create new avenues of growth.
Under the terms of the agreement, Publicis Groupe will acquire all of the outstanding shares of Sapient for $3.7 billion, or $25.00 per share, in cash. The purchase price represents a 44 percent premium to Sapient’s closing stock price on October 31, 2014, the last trading day prior to the announcement of the agreement.
Publicis Groupe expects to fund the purchase price with cash on hand and the proceeds of bank and/or capital market indebtedness, without issuing any new equity. In connection with its entry into the agreement, Publicis Groupe has obtained a firm financing commitment from Citi.
The transaction has been unanimously approved by the Management and Supervisory Boards of Publicis Groupe and the Board of Directors of Sapient. The acquisition is structured as a cash tender offer for all Sapient shares.
In connection with the tender offer, Greenberg, Herrick, and J. Stuart Moore have entered into a tender and support agreement with Publicis Groupe pursuant to which they have agreed to tender an aggregate of approximately 18 percent of Sapient’s outstanding shares in the offer.
The completion of the tender offer is subject to certain customary terms and conditions, including the tender of at least a majority of the outstanding shares of Sapient, antitrust and other regulatory clearances in the US, and antitrust clearance in Germany. The transaction is expected to close in the first quarter of 2015.
The merger agreement provides that following the successful completion of the tender offer, Sapient will merge with a subsidiary of Publicis Groupe and become a wholly-owned subsidiary of Publicis Groupe, and all remaining outstanding shares of Sapient common stock will receive the same consideration paid to stockholders in the tender offer. Following the completion of the transaction, the common stock of Sapient will be delisted from Nasdaq.
in photo: Maurice Levy
