Publicis Groupe acquires Razorfish from Microsoft

Publicis Groupe S.A. has acquired Razorfish (formerly Avenue A | Razorfish), a digital advertising agency, from Microsoft Corporation in a transaction valued at approximately $530 million. Both Razorfish and Microsoft are based in the US.

Publicis Groupe is a France-based communications group engaged in advertising, media consultancy and marketing, while Microsoft is engaged in the development, manufacture, licensing and support of software products for various computing devices worldwide.

As consideration, Publicis Groupe has issued 6.5 million treasury shares and paid $286.8 million in cash .

Announcement (August 9, 2009):

Publicis Groupe has signed an agreement to acquire Razorfish from Microsoft.

In addition, the parties have signed a strategic alliance agreement that will become effective at the closing of the transaction.

The total consideration is expected to be paid in a combination of cash and delivery of 6.5 million Publicis Groupe treasury shares. The cash component of the purchase price will be determined based on the value attributed to the shares calculated by the average closing price of Publicis Groupe stock during the 20-trading-day period ending on the eighth business day prior to the closing date of the transaction.

The transaction is expected to close during the fourth quarter of 2009.

Update on August 5, 2009:

According to Reuters, the Wall Street Journal reported that Publicis Groupe is the frontrunner to acquire Razorfish from Microsoft.

Reportedly, the transaction is estimated to be worth between $500 million and $600 million.

Reportedly, Dentsu, Inc., The Interpublic Group of Companies, Inc., Omnicom Group, Inc., and WPP Group plc are also in the race to acquire Razorfish.

Rumor (June 28, 2009):

According to Reuters, the Financial Times reported that Publicis Groupe may acquire Razorfish from Microsoft.

Reportedly, the transaction is estimated to be worth between $600 million and $700 million.

Morgan Stanley is acting as financial advisor and Proskauer Rose LLP is acting as legal advisor to Microsoft. Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Publicis Groupe on the transaction.

Deal Value (US$ Million) 530
Deal Type                Acquisition
Sub-Category             Majority Acquisition
Deal Status              Completed: 2009-10-14

Deal Participants

Target (Company)   Razorfish (formerly Avenue A | Razorfish)
Acquirer (Company) Publicis Groupe S.A.
Vendor (Company)   Microsoft Corporation

Deal Rationale

This acquisition would further enhance the capabilities of Publicis Groupe with a wider pool of resources, talent, and expertise that will help its clients market their products or services in a way that takes maximum advantage of the new digital world. The strategic alliance agreement builds upon and expands the broad strategic cooperation agreement between Microsoft and Publicis Groupe. The agreement helps Publicis Groupe media clients by allowing their agencies to purchase display and search advertising from Microsoft over the five-year term of the agreement on favorable terms, in exchange for certain minimum guaranteed aggregate purchase levels.

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