Despite offering new terms, the independent board declined AdvancedAdvT Limited’s revised deal
M&C Saatchi Group has rejected the takeover bid being led by its director and deputy chair Vindoka ‘Vin’ Murria, through her acquisition company AdvancedAdvT Limited (AdvT).
Murria explained that the rationale behind the attempted merger was to create a larger group that would build “a data, analytics and digitally focused creative marketing business,” which would have included further M&A activity.
“These attributes would enable the evolution and—most importantly, the acceleration—of the enlarged group’s digital and data capabilities, creating adjacent addressable market opportunity and strengthening the strategic ongoing relationship and commitments with its customers and prospective customers,” read AdvT’s statement to the London stock market.
As well as improved terms for shareholders, an outline of a post-merger board structure was also proposed that would continue to see Moray MacLennan as CEO working alongside an executive director responsible for data, analytics and digital transformation, a new CFO to replace Mickey Kalifa, who joined digital agency Dept last week and Gavin Hugill as COO.
The board would also have included Vin Murria as chairperson, alongside “a number of current non-executive directors” serving on both the boards of AdvT and M&C Saatchi.
Revealing its improved offer, a statement by AdvT to the market read: “The Board of AdvancedAdvT believe this is a truly beneficial merger; it provides significant investment and additional expertise to build on the existing M&C platform, seeking to drive M&C’s future growth at significantly greater pace for the benefit of all stakeholders.”
However, the independent directors tasked with considering the proposal from Murria said that they felt revised and alternate proposals both continued “to significantly undervalue” the company and the “strong performance” it was currently experiencing.
Concerns were raised about the proposed exchange of shares, which it was believed would “still dilute and transfer value” to the acquiring company’s shareholders, a lack of details around the plans to introduce “transformational digital-led M&A,” the “disruption” potentially caused to the company and its ability to retain employees and the “unacceptable” lower value of the share offer.
