Omnicom Group Inc. · NYSE:OMC
Omnicom — Merger or Acquisition (December 2024)
25 slides from Omnicom's merger presentation, Dec 9, 2024
Slide 1: Marketing & Sales Leader for a New Era
Marketing & Sales Leader for a New Era December 9, 2024
Slide 2: Forward-Looking Statements
2 FORWARD-LOOKING STATEMENTS This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should
Slide 3: Call Participants
3 Call Participants John Philippe Phil Ellen Wren Krakowsky Angelastro Johnson Chairman & CEO CEO & Director EVP & CFO EVP & CFO
Slide 4: Transaction Highlights
4 Omnicom acquisition of Interpublic through a stock-for-stock merger. Interpublic shareholders to receive 0.344 new Omnicom shares for each Interpublic share owned Post-closing, Omnicom and Interpublic shareholders will own 60.6% and 39.4%, respectively, of the combined entity The transaction will
Slide 5: Compelling Strategic Logic
5 Highly complementary assets create an unmatched portfolio of services and products that expand client opportunities for each company on day one Omnicom and Interpublic share highly complementary cultures and core values including a foundational belief in the power of ideas enabled by technology an
Slide 6: Unmatched
Complementary cultures and businesses combined to deliver for clients Unmatched Talent Services & Products Platform The deepest bench of top talent Complementary assets create the Most comprehensive and detailed across disciplines and markets to broadest portfolio of services and view of consumer be
Slide 7: Leader
Stronger LEADER Current Offering Commerce, Global Marketing, Creative & Content, Global Media Weaker Management Weaker Strategy Stronger
Slide 8: Delivering the Most Advanced Marketing & Sales Platform
8 Delivering the Most Advanced B E H A V I O R A L Marketing & Sales Platform The integration of Omni, Interact, I D E N T I T Y Acxiom & Flywheel will effectively position Omnicom for an AI-driven future. Omnicom will have an industry- leading identity solutions platform with the most comprehensive
Slide 9: Transaction & Financial Summary
Transaction & Financial Summary
Slide 10: Transaction Summary
10 Transaction Summary § Stock for stock merger of Omnicom and Interpublic; Interpublic stockholders to receive 0.344 new Omnicom shares for each Interpublic share they own Transaction § Post-merger ownership: 60.6% Omnicom shareholders / 39.4% Interpublic shareholders Structure § The combined compa
Slide 11: By the Numbers — 2023
11 By the Numbers — 20233 $25.6 B $3.9 B $2.7 B Combined Revenue Combined Adj. EBITA4 Combined Adj. Net Income5 $3.3 B 57% / 43% $65 B Combined FCF6 U.S./International Revenue Global Media Billings7
Slide 12: Revenue by Discipline
12 Revenue by Discipline (In Millions) Full Year 2023A YTD 9/30/2024 Combined3 Combined3 % of Total Media & Advertising $7,891 $6,110 $14,001 Media & Advertising $6,037 $4,393 $10,430 54% Precision Marketing 1,474 813 2,287 Precision Marketing 1,338 486 1,824 9% Healthcare 1,363 1,474 2,837 Healthca
Slide 13: Revenue by Geography
13 Revenue by Geography (In Millions) Full Year 2023A YTD 9/30/2024 Combined3 Combined3 % of Total United States $7,472 $7,033 $14,505 United States $5,999 $5,117 $11,116 58% Other North America 479 300 779 Other North America 344 211 555 3% United Kingdom 1,587 892 2,479 United Kingdom 1,252 685 1,
Slide 14: Financial Profile
14 Financial Profile (In Millions) Full Year 2023A YTD 9/30/2024 Combined3 Combined3 Revenue $14,692 $10,889 $25,582 $11,367 $7,835 $19,202 Adj. EBITA4 2,294 1,567 3,860 1,712 930 2,643 % Margin 15.6% 14.4% 15.1% 15.1% 11.9% 13.8% FCF 1,885 1,451 3,336 1,402 863 2,265 Adj. Net Income5 1,539 1,153 2,
Slide 15: $750 Million Annual Cost Synergies
$750 Million Annual Cost Synergies Optimizing the Cost of General & Organization Services Admin Costs Clearly identified opportunities for synergies Nearshoring and Offshoring Significant majority achievable within 24 months Automation Expect approximately $450 million in cash costs-to-achieve Platf
Slide 16: Capital Allocation Policy
Capital Allocation Policy Omnicom’s sustainable dividend per share of $0.70 Dividends expected to continue at closing Expected uses of Free Cash Flow consistent with Omnicom’s Acquisitions Strategic acquisitions in high-growth areas demonstrated history over the long term Share Return capital to sha
Slide 17: Appendix
n+ Interpublic
Slide 18: Revenue by Industry YTD 9/30/2024
18 Revenue by Industry YTD 9/30/2024 (In Millions) Combined3 % of Total Pharmaceuticals and Healthcare $1,819 $1,831 $3,650 19% Food and Beverage 1,705 616 2,321 12% Tech & Telecom 1,250 785 2,035 11% Consumer Products 1,137 823 1,960 10% Auto 1,250 501 1,751 9% Financial Services 796 875 1,671 9% R
Slide 19: Debt Maturity Profile
19 Debt Maturity Profile Leverage Summary (In Millions) As of 9/30/2024 Combined2,3 Cash $2,783.9 $1,532.0 $4,315.9 Debt 6,197.0 2,974.0 9,171.0 LTM EBITDA 2,471.1 1,800.2 4,271.3 Debt to EBITDA 2.5x 1.7x 2.1x Maturity Profile (In Millions) $1,850 $1,858 $1,400 $650 $500 $1,000 $670 $735 $558 $600 $
Slide 20: Side by Side Financials Reported Income Statement
20 Side by Side Financials Reported Income Statement (In Millions) Full Year 2023A Year to Date 9/30/2024 Combined3 Combined3 Revenue $14,692 $10,889 $25,582 $11,367 $7,835 $19,202 Operating Expenses (12,376) (9,142) (21,519) (9,596) (7,004) (16,600) EBITDA $2,316 $1,747 $4,063 $1,771 $831 $2,602 %
Slide 21: Side by Side Financials Balance Sheet at 9/30/2024
21 Side by Side Financials Balance Sheet at 9/30/2024 (In Millions) Combined3 Cash & Cash Equivalents $3,534 $1,532 $5,066 Other Current Assets 11,576 7,726 19,301 Current Assets $15,110 $9,258 $24,367 Non-Current Assets $13,687 $7,826 $21,513 Total Assets $28,797 $17,083 $45,880 Short-Term Debt $76
Slide 22: Adjusted EBITA Reconciliation
22 Adjusted EBITA Reconciliation (In Millions) Full Year 2023A Year to Date 9/30/2024 Combined3 Combined3 Reported Net Income $1,391 $1,098 $2,490 $1,033 $345 $1,378 (+) Income Tax Expense $525 $291 $816 $390 $208 $598 (-) Income From Equity Method Investments (5) (1) (7) (5) 0 (4) (+) Net Income At
Slide 23: Free Cash Flow
23 Free Cash Flow (In Millions) Full Year 2023A Year to Date 9/30/2024 Combined3 Combined3 Adj. EBITA4 $2,294 $1,567 $3,860 $1,712 $930 $2,643 (-) Amortization of Acquired Intangible Assets and (62) (84) (146) (65) (61) (127) Internally Developed Strategic Platform Assets (-) Non-GAAP Adjustments (1
Slide 24: Notes
24 Notes 1. Based on closing share prices as of December 6th, 2024 2. Pro forma to exclude Omnicom’s $750 million note maturity repaid in November 2024 3. Combined financial results are arithmetic sums, not pro forma amounts presented in accordance with Article 11 of Regulation S-X. 4. Adjusted EBIT
Slide 25: Marketing & Sales Leader for a New Era
Marketing & Sales Leader for a New Era December 9, 2024
Omnicom Group — Merger or Acquisition (December 2024) on 6ix