Sir Martin Sorrell, the WPP CEO, should be congratulated for his move on Tuesday to go ahead with the £432m deal to buy the CIA-owning company.
He has come in for a lot of flack in the last few weeks, but he did what he had to do in fighting to protect shareholder value. To simply have gone ahead with the deal after the events of September 11 would have left him open to charges of failing to do the right thing by shareholders.
In his efforts to invoke the material adverse change clause to get out of the deal, he displayed the same tenacity that he has become known for in building WPP from a minnow to a behemoth marketing services company.
Having appealed to the Takeover Panel he knew he had to go to the full board of the panel, but appealing beyond that to the courts would have taken the battle beyond the point of no return into virulent and bitter acrimony.
The battle does leave many points to ponder. However, one made clear by the panel is that WPP increasing its stake in Tempus after September 11 from 22% to 26% did impact on its decision that the deal must go ahead.
The deal has also set a new precedent. The Takeover Panel has raised the bar so high that any future attempts to wriggle out of an agreed takeover is sure to fail.
As WPP said in its statement yesterday, what it is about now is making the merger work and it has every of success as, from the beginning, a merger with WPP always made more strategic sense for Tempus than a deal with Havas did.
There are still many things we do not know. Sir Martin asked to see Tempus books and was turned down. It still strikes as somewhat odd that the panel did not look at Tempus's books. That seemed crucial to the whole deal, but the panel has ruled and its decision has been accepted.
What the true picture of Tempus's finances is we may find out shortly, but with its high concentration in Europe it seems that it may not have been hit as badly hit as many might have thought. Sir Martin's comments that Tempus had attempted to hide the true state of its finances with clever accounting should be put down to the heat of the moment and is best forgotten.
Most importantly there are two things to be sorted now -- the personalities and the agencies. The Tempus chairman Chris Ingram has been vocal during this battle. Only last week, he threatened to walk out of the company and take his staff with him.
With the deal done, there is a real hope that the two can sit down and talk about what future role Ingram may have with the company. There is every chance that he may have none and after the integration is done he could well walk off, having pocketed more than £60m from the sale of the company that he built from scratch.
The agency story is quite a compelling one. CIA has billings of around £4.5bn worldwide and all but £691.6m of that is in Europe. CIA is not big in the US. At WPP's Media Edge, the story is different. It has total billings of £7.7bn, £3.1bn of which is in the US and £2.6bn is in EMEA.
Together, the two will create a media-buying company with billings of £12.2bn. There are several things to say about that. Firstly, it will make it the world's number-four agency and one that is relatively evenly balanced in the US and Europe.
It also brings balance to WPP as a group. WPP owns three major advertising networks in J Walter Thompson, Ogilvy & Mather and Young & Rubicam, and one major media agency in MindShare and the smaller Media Edge. With two more equal media networks, WPP will win a larger slice of the global media pie as accounts increasingly look to centralise globally with large players. That, for it, will be the legacy of its Tempus battle.
Looking across the channel, one has to wonder what Havas must be thinking now? Havas was quite pleased with itself when it pulled out of its £425m deal, which in July kicked the whole saga off. But Havas still has the problem that, when it comes to media planning and buying, it is weak.
By pulling out, it may have now lost its chance for good to become any kind of major player in the world of media. No doubt it has probably mulled a bid for the Carat-owning Aegis, the last independent prize on the block, but the prevailing industry feeling is that Aegis will end up in the hands of one of the US groups, with Omnicom looking like a strong contender. We shall see.
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