Close-Up: Why Publicis considers Razorfish a prize catch

For $530 million, Maurice Levy is not only getting a digital agency but a 'strategic alliance' with Microsoft.

So, the Germans and the French will be the first European economies to break out of what is now being termed The Great Recession.

Publicis Groupe's $530 million acquisition of the digital agency Razorfish makes you wonder whether its supremo Maurice Levy had a heads-up on the news. Or whether the wallet-busting deal contributed to it. One thing's for sure - most analysts and media commentators think the acquisition is good news for the industry and for the market in general.

It is also deemed an intelligent deal for all the parties involved, which, of course, doesn't just mean Razorfish and Publicis, but also the digital network's previous owner Microsoft.

Marcus Anselm, a partner at the financial consultant Clarity Capital Partners, says: "Despite all the talk about the end of mergers and acquisitions activity, this deal highlights that, for key strategic assets, the larger marketing groups are still willing and confident enough to write substantial cheques."

Jim Clarke, the senior technology advisor at Mintel, adds: "It's a very sensible deal, which has been precipitated by the economic climate. I wonder if eBay is thinking if it should have waited a while to do its Skype deal."

The Razorfish acquisition, which has yet to be finalised but is expected to go through regulatory approval in the fourth quarter, is a cash-and-share deal that will see Microsoft receiving around 6.5 million shares in Publicis (6 per cent of its stock, worth around $250 million depending on the market) and the rest in cash.

Last year, Razorfish's annual revenue was $423 million. The figure means Publicis' target of generating 25 per cent of its revenue from digital advertising by 2010 has been hit a year early.

Integrating the business

Because the deal has still to be finalised, the Publicis top brass has yet to give any real insight into how the business will be integrated into its VivaKi network.

Levy has talked about a "wider pool of resources, talent and expertise" and Publicis' ability to "help clients market their products in a way that takes maximum advantage of the new digital world".

Jeff Lanctot, the chief strategy officer at Razorfish, told Campaign: "Razorfish's management team will work closely with the team at Publicis Groupe and VivaKi to develop the best strategy for our companies moving for-ward. Bob Lord will remain the chief executive and the Razorfish management team will stay in place. Publicis Groupe has said it does not plan on making sweeping changes to Razorfish."

So far, so anodyne. However, the word from inside Publicis is that fully formed plans have not yet been put in place for exactly how Razorfish will be integrated into VivaKi. Some cynics argue that VivaKi is already struggling with how to handle Digitas, which it acquired in 2007 for $1.6 billion, and its super-quick global expansion. Integrating Razorfish could be a headache too far.

An insider says: "In the US, Digitas is a powerhouse, but the global expansion, and the London office in particular, have not reaped the rewards that were expected and it's still causing consternation."

It is thought, however, that, initially, Razorfish will be expected to offer a digital presence in a number of countries where Digitas doesn't already exist, such as Germany, while being quickly expanded to further territories.

In markets where both agencies exist, such as London and the US, and where there are major client conflict issues, they will share tools and data occasionally but will ostensibly be competitors. At the same time, all Publicis Groupe agencies, including digital, media, above and below the line, will be expected to work together and share expertise when it comes to the bigger global pitches.

The Microsoft alliance

When you delve a little deeper into the deal, it appears that the plans for Razorfish are not the most interesting part of the acquisition. In fact, it's the "strategic alliance" set up between Microsoft and Publicis that everybody is talking about.

It means, basically, that for five years, in return for buying a certain amount of display and search advertising on Microsoft properties, Publicis will receive better ad rates.

Anselm says: "It would be interesting to know exactly how much of the $530 million is for the Razorfish business versus the media buying relationship with Microsoft. It's probably more the latter. I also wonder whether over the coming five years we will see a much closer relationship generally between Microsoft and Publicis, highlighting that there is a lot more to this deal than purely the sale and purchase of an asset."

However, it is also believed that the favourable rates only kick in after a certain amount of money has been spent and that the deal also means that Publicis has committed to spending $3 billion of its clients' money with Microsoft over those five years. One analyst says: "If this is the case, then Microsoft has done really well out of the deal, but this rumour was denied almost instantly by Publicis."

However, some believe there is evidence that suggests this rumour might be true. Dentsu, for example, made a $700 million offer that was politely refused. No official reason was given but many suspect that it is because the company has no media buying power in the US, so was not of interest to Microsoft.

One commentator says: "My source within Microsoft tells me that all of the rumours surrounding the deal and everything that was written in the press was pretty much accurate."

For now at least, hard evidence relating to the acquisition and Razorfish's integration into the Publicis network is hard to track down. However, what it does show is that some of the bigger marketing services groups are starting to appear less frightened of the recession and that normal business may well resume very soon.

Leader, page 22

THE RAZORFISH STORY
Offices: 21 globally in the US, Europe and Asia
Staff: 2,000
Major clients: Kraft, Ford, Visa, McDonald's, AT&T
Revenues (for the year ended 30 June 2008): $423 million
MANAGEMENT
Chairman: Clark Kokich. Promoted from chief executive in April
Chief executive: Bob Lord. Promoted from president of East US region in
April
President of Europe: Darin Brown

COMPANY HISTORY

1995: Launches

2002: Bought by SBI & Company for $8.2 million

2004: After being merged with digital agencies such as Scient & Lante, it is bought by aQuantive for $160 million and merged with AvenueA

2005: Begins aggressive global growth strategy, launching agencies in Europe and across Asia, including the UK, France, Australia and China

2007: AQuantive acquired by Microsoft for $6 billion in its bid to battle rival Google in the search market

2008: Shortens name from Avenue A/Razorfish to Razorfish

2008: Wins Mattel, Mercedes-Benz USA, Purina ALPO and Starwood Hotels.

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