29 July 2013

Omnicom and Publicis to merge into new Dutch holding company

De Brauw Blackstone Westbroek has assisted Omnicom Group on its agreement with Publicis to merge into a new Dutch holding company.

Omnicom and Publicis are among the world’s largest advertising and public relations companies. The new Publicis Omnicom Group will be the world’s largest marketing group by revenues and equity value. Under a new Dutch holding company structure it will retain headquarters in Paris and New York, with listings on the New York Stock Exchange and Euronext Paris.

The merger will be structured through a cross-border merger of Publicis into HoldCo and a domestic US merger of Omnicom and a US subsidiary of HoldCo. De Brauw provided extensive advice on Dutch law matters, including the governance of the combined entity, reporting requirements and the EU listing prospectus, cross-border legal mergers, and other corporate, securities, tax and capital markets aspects.

Paul Cronheim, lead partner: “This transaction fits into a trend of using Dutch top holding companies in international mergers, and underlines the position of the Netherlands as a neutral country with a sophisticated and flexible legal and governance system. Other recent similar transactions we are involved with include EADS N.V., which was restructured a short while ago, and the pending merger of Fiat Industrial and CNH Global into a new Dutch top holding.”

Team
Paul Cronheim, Reinier Kleipool, Jan Willem Hoevers, Martin van Olffen, Paul Sleurink, Anja Mutsaers, Frank Pötgens, Barbara van Duren-Kloppert, Annick Houben, Joost Steenhuis, Tijmen Klein Bronsvoort, Deline Kruitbosch, Sacha Leeman, Chiraz Muradin, Willem Bijveld, and Ingrid Mensing ​