Clemenger’s $79m Omnicom payday almost here

Omnicom’s deal to buy out the remainder of the Clemenger Group will see a payout of around $79m to employee shareholders, with the whole company being valued at over half a billion dollars.

The deal – at $3.37 a share and with a special dividend – will be voted on by employee shareholders next Tuesday (15 October) at simultaneous meetings being held at the group’s offices in Sydney, Melbourne and Auckland.

While the payout to the Class A and C shareholders (respectively Australians and non-Australians, mostly New Zealanders) is generous, most of the 297 staff shareholders borrowed money from the company to buy the shares.

Those loans, around $46m in total, will have to be paid back as part of the deal.

The details of the buyout deal are included in a Federal Court judgment that orders the shareholder meeting to approve the scheme.

After Clemenger’s A and C holders approve the deal – which presumably they will, given its terms and in the absence of a better offer – the Federal Court will have to convene again for final legal approval.

The judgment, from Justice David O’Callaghan, details the corporate history of Clemenger from its incorporation in 1971 in Melbourne (it was actually founded as an agency in 1946) to the acquisition of a substantial stake by BBDO (Omnicom) and the latter’s subsequent rise on the register to its current 86.84% holding.

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O’Callaghan notes that Clemenger employs 1496 people and comprises “creative advertising agencies, customer relationship marketing companies, consulting organisations and media planning companies, as well as companies specialising in experiential marketing, market research, custom publishing, design, field marketing, sales promotion and branded information advertising.”

Australian Tax Office records show the group made $211.6m in revenue and paid $7.6m in tax in the 2024 financial year.

When the deal is complete, Omnicom will own 100% of the Clemenger Group through its Australian subsidiary Portview.

Mumbrella’s calculations indicate that an employee shareholder with 10,000 shares bought through the loan scheme (ie free of charge) will net just over $14,000 after their loan is repaid. That amount includes the special dividend, a relatively minor contributor to the payout at 6 cents a share.

Those with bigger holdings and those who did not borrow to buy the shares stand to gain more.

The Clemenger buyout comes as Omnicom prepares to merge with IPG globally (including Australia and New Zealand) and implements a clean group structure under new CEO Nick Garrett.

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