Omnicom and IPG shareholders approve takeover in key ‘milestone’

Omnicom’s acquisition of Interpublic has taken a key step forward after shareholders of both companies approved the deal in simultaneous votes.

Omnicom said shareholders of the two companies had “overwhelmingly approved” its acquisition of IPG to create the world’s biggest agency group.

Provisional results suggest more than 90% of those who voted at each company were in favour, although the companies have not published the formal results yet.

Only a small majority of IPG shareholders—holding about 53% of outstanding shares—gave their backing in a separate, non-binding vote to make “golden parachute” payments to its senior executives as part of the sale, including $48.6 million for Philippe Krakowsky, the chief executive of IPG, even though he is staying with the business.

The two US-listed companies held virtual meetings for their respective shareholders at 9 am on Tuesday (18 March). No shareholder asked a question at either meeting, and each event concluded within about ten minutes.

John Wren, the chairman and chief executive of Omnicom, said: “We are very pleased to reach this important milestone. The strong support of our stockholders confirms the compelling value proposition of the transaction and the leading-edge services, products and platforms it will create for our people and clients.”

Krakowsky said: “With an overwhelming majority voting in favour of the transaction, it is clear that our stockholders see the immense opportunity of Interpublic joining forces with Omnicom. Their approval reflects the tremendous potential we have to create one of the most dynamic, client-focused, and forward-leaning organisations in our industry that will deliver significant shareholder value for years to come.”

Shareholders were widely expected to vote in favour of the acquisition after ISS and Glass Lewis, two proxy advisers, both recommended the deal at the start of March.

ISS said “the strategic rationale for the acquisition appears compelling” to create the world’s biggest agency group. Glass Lewis expressed more caution as it said, “Though our position is not entirely free of caveats, we consider there ultimately exists adequate cause for investors to endorse the contemplated tie-up”.

ISS also criticised the non-binding proposal to give the payments to Krakowsky and others, describing it as a “significant concern” and recommending shareholders vote against it.

Omnicom and IPG first announced the deal on 9 December. Omnicom will pay 0.344 of its stock for each IPG share. That was a premium of 21% on IPG's share price and valued the company at $13.3 billion.

Omnicom’s share price has fallen more than 20% from $103 to $80 since news of the deal, partly because of investors’ worries, but the wider sector has also seen valuations decline.

Omnicom and IPG required the approval of shareholders for the deal to proceed, but they also need regulatory consent in 17 markets, including from the US, UK and European Commission.

Last week, the US regulator, the Federal Trade Commission, asked both companies for further information.

When Omnicom attempted to merge with Publicis Groupe in 2013, that deal won regulatory approval in every major market except China before the two sides eventually pulled out over strategic differences.

Omnicom and IPG said they are “on track” for the deal to close in the second half of 2025.

Wren said in a memo to Omnicom staff after the vote: “As we move forward in this process, it is business as usual for our agencies.”