LONDON, UK: Next Fifteen Communications Group and the M&C Saatchi Independent Directors have reached agreement on the terms of a recommended cash and share acquisition by which the entire issued and to be issued ordinary share capital of M&C Saatchi will be acquired by Next Fifteen Communications, to be effected by means of a court sanctioned scheme of arrangement between M&C Saatchi and the M&C Saatchi Shareholders.
The acquisition values each M&C Saatchi share at 247.2 pence and the entire issued and to be issued ordinary share capital of M&C Saatchi at approximately £310.1 million on a fully diluted basis based on the Closing Price per Next Fifteen Share on the Last Practicable Date of 1,266.0 pence.
The Board of Next Fifteen believes the Acquisition has strong strategic and financial rationale. This is a highly compelling opportunity to combine Next Fifteen and M&C Saatchi and establish a truly global platform in the digital marketing and consulting sectors, a platform that leverages top-flight creativity, technology, data, business consulting and digital marketing to deliver meaningful change for the enlarged client base. Next Fifteen’s four segments, Customer Insight, Customer Engagement, Customer Delivery and Business Transformation, represent a £1 trillion revenue global market opportunity.
Next Fifteen’s vision is to build a growth consultancy that combines specialist capabilities with global scale. The Board of Next Fifteen believes that the successful business models for the foreseeable future will be purpose-driven, driving meaningful change, and that creativity will be a key differentiator in creating and delivering them.
The Board of Next Fifteen believes that this creates a viable alternative for customers not well served by the big four consulting and marketing services groups.
Commenting on the Acquisition, Tim Dyson, CEO of Next Fifteen Communications said: “This is an exciting opportunity to bring together two highly complementary businesses creating a truly global and diversified group with exceptional capabilities, clients and talent. Bringing M&C Saatchi into the Next Fifteen group provides us with a step change in our scale and global reach, and an enhanced ability to offer digitally driven solutions to growth-minded organisations.
M&C Saatchi is synonymous with creativity and strategy, whereas Next Fifteen has built a reputation around its technology and data driven offering. This makes for a great combination, and we are confident we can accelerate the ambitions of both businesses, creating significant value for our clients, our people and our shareholders.”
Commenting on the Acquisition, Moray MacLennan, CEO of M&C Saatchi said: “This merger will be a powerful accelerator for M&C Saatchi. Through connecting with Next Fifteen capabilities and companies, our ability to deliver Meaningful Change for existing and new clients will be deepened and broadened, turbo charging our next phase of growth.”
Commenting on the Acquisition, Gareth Davis, Chair of M&C Saatchi said: “The M&C Saatchi Independent Directors are pleased to unanimously recommend this alternative, more attractive offer which we are confident is in the best interests of M&C Saatchi Shareholders and M&C Saatchi’s other key stakeholders.
The recommended cash and share acquisition from Next Fifteen implies a value for M&C Saatchi that represents a significant premium to recent trading levels and provides M&C Saatchi Shareholders with an opportunity to crystallise value and to benefit from the potential future upside of the Enlarged Group.
The M&C Saatchi Independent Directors all consider Next Fifteen’s offer to be far superior to the offer announced earlier this week by ADV, and a clear repudiation of ADV’s response statement that it strongly disagreed its bid undervalued M&C Saatchi.”
To recall, AdvancedAdvT Limited (ADV) had made an offer to acquire share capital of M&C Saatchi plc (Which it doesn’t already own), whereas M&C Saatchi shareholders have the option to take 2.53 ADV shares or 2.043 ADV shares plus 40 pence for every M&C share.