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Agenda
I. Overview
II. Market Size and Key Trends in the Advertising & Digital Marketing
Industry
III.Overview of Important CMO Issues and Key Digital Marketing
Offerings
IV.Recent M&A and Private Placement Transactions
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Period of Major Disruption and Opportunity in the
Advertising Industry
The advent of digital, mobile and big data technologies is causing dramatic changes in the advertising industry
Advertising / Marketing / Customer Relationship Management has now become a “CEO” level strategic issue. It no longer
represents simple “tactical” spending on which TV program to advertise on and/or how to figure out which 50% of the
marketing spend is accountable
CMOs must work harder to understand technology & its uses for marketing. The days of delegating this to the CTO are over
‒ Advertisers in Control
‒ Mass oriented ads pushed to Consumers
‒ Minimal targeting or knowledge about ad
effectiveness
‒ Creative “ruled”
‒ “Superbowl ticket” relationship between ad
exec and CMO client
‒ Agency served as middleman between client
and all other marketing related vendors
‒ Consumers in Control
‒ Ads are increasingly personalized and
targeted based on specific consumer
behavior
‒ Effective consumer engagement “rules”
‒ The “CMOs table” is increasingly crowded
and competitive…not just about Superbowl
tickets anymore
‒ Other marketing vendors bypassing agencies
and building direct-to-client relationships
MAD MEN DAYS TODAY
Source: AGC Partners
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Period of Major Disruption and Opportunity in
the Advertising Industry
The increasing role of digital and big data technologies in advertising has changed the dynamics of
the traditional ad agencies’ relationships with their CMO clients
The “ad agency disruptors” understand that there is a huge strategic/execution/technology opportunity that exists today in a
much bigger way than 5-10 years ago
− They are using M&A to bolster their capabilities to go after this marketing and technology spend more aggressively
Traditional Ad Hold Co.’s
- Stuck in “Mad Men” Days
- Don’t want to own tech
- Highly unattractive acquisition
structures →hard to invest in growth
Consulting Firms
- Marketing is now key strategic issue
for CEOs
- These firms have the logical “ear” to
the CEO & CMO
- As campaigns become more data
centric (less creative), they are a
huge threat to the agencies’
traditional CMO relationships
CMO
- More tech focused
- Ability to be more effective and
efficient with marketing spend
- Customer experience and
lifecycle analysis approach
Software / Mk. Automation
- Similar theme to ad tech with
email & creative automation & big
data analytics as the core
competency to what they bring to
the CMO
AdTech
- Key drivers in use of data to change
marketing process
- Consolidation leading to scale & a few big
industry leaders
- Complex to understand with important
ramifications if wrong → CMO’s team needs
to understand
Traditional Media/Vertical Market
Expertise
- Less developed theme but some specific
examples
- Publishers see marketing as a way to
improve declining traditional media revenues
& creative synergies
- Some firms building integrated vertically
oriented solutions to compete against more
general traditional relationships
Source: AGC Partners
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Ad Agency “Disruptors” - Select M&A Transactions
Software/Marketing Automation
: Auditude ($120m)
Demdex (NA)
Omniture ($1.8B)
Neolane ($600m)
:Coremetrics (ND)
Silverpop ($270m)
Unica ($480m)
:BlueKai ($400m)
Datalogix (1.1B)
Eloqua ($870m)
Responsys ($1.6B)
:Buddy Media ($690m)
Exact Target ($2.5B)
RelateIQ ($390m)
Traditional Media/Vertical Market
Solutions
: Freewheel ($360m)
: iCrossing ($400m)
: Selectable Media (ND)
Traditional Ad
Agency / CMO
Relationship
Consulting / IT Services
: ChaoticMoon (NA)
Pacific Link Group – Hong Kong (ND)
Brightstep – Sweden (ND)
Fjord (ND)
Avventa (ND)
Acquity ($316m)
: Cadient Group (ND)
: Banyan Branch (ND)
Flow Interactive (ND)
Mobiento – Sweden (ND)
Ubermind (ND)
: Olson Group ($300m)
Ironworks ($100m)
CityTech (ND)
: Beacon Partners (ND)
Ad Tech
: AdapTV ($405m)
Convertro ($100m)
: LiveRail ($380m)
: Adometry (NA)
Ad Mob ($750m)
Channel Intelligence ($125m)
DoubleClick ($3.1B)
: [x+1] ($230m)
: BlueFin Labs ($80m)
MoPub ($350m)
TellApart ($533m)
: Brightroll ($640m)
Flurry ($240m)
: AOL ($4.4B)
Sources: Capital IQ and 451Research
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Size and Growth Characteristics of the U.S. Ad
Industry
Ad spending across major media channels in the U.S. is expected to total $183 billion in 2015.
When marketing services spending is added in, the total spend is expected to be approximately
$407 billion.
U.S. Ad Spending Forecast (a)
Source: (a) ZenithOptimedia (Advertising Expenditure Forecasts, June 2015
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Overall U.S. Advertising Industry Growth
Traditional ad spending excluding digital was relatively flat in 2013 and 2014 and is down 2-3% per
quarter in 2015
Digital ad spend was up 18-20% in 2013 and 2014 and is up 17-22% per quarter in 2015
Some of the stats around traditional ad spend are pretty bleak
Print ad spend has declined $54 billion since its peak
Consumer magazine ad spend has declined in 15 of the last 17 quarters
National TV ad spend growth has slowed for six consecutive quarters
Newspaper ad spend has declined for the past 35 consecutive quarters including double digit declines in Q2 and
Q3 2015.
Source: Goldman Sachs Research – 2015 Quarterly Ad Monitor
US Advertising Growth by Media
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Size and Growth of the U.S. Digital Ad Market
Digital Marketing in the U.S. is expected to increase 12% annually from $57Billion in 2014 to
$103Billion in 2019. It represents 27% of all ad spend in 2015.
Search will continue to dominate the spend (54% of 2014 total & 44% of 2019 total)
Spending on mobile and social are the big growth drivers
Source: (a) Forrester Research: US Digital Marketing Forecast, Nov 2014
(b) Salesforce 2015 State of Marketing Cloud
US Digital Market Forecast (a) Areas of Increase and Decrease in 2015 Budget (b)
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U.S Digital Ad Market By Sector
Source: (a) IAB/PwC Internet Ad Revenue Report, HY 2015
Spending on search has dominated the overall digital ad spend
Mobile has seen tremendous growth and that is expected to continue
Advertising Format Share, 2006 – 2015* (% of total revenue) (a)
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Social and Mobile are Driving the Growth in
Digital Ad Spend
Source: (a) Salesforce 2015 State of Marketing
Social Media Marketing Impact on Business (a)
Mobile Marketing Impact on Business (a)
Between 2014 and 2015, marketers have seen a significant increase in the importance of social and
mobile marketing.
According to a study done by Salesforce, 64% of marketers see social media marketing as a critical
enabler of their products and services and 70% see mobile marketing as a critical enabler.
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Retail is the Largest, Highest Growth Vertical in
Digital Ad Spend
Source: (a) Advertising Age Datacenter
(b) IAB/PwC Internet Ad Revenue Report, HY 2015
US Ad Spending by Category (a)
Internet Ad Spend by Industry
Category YTD 2015 vs. 2014 (b)
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Overview – Increased Role of the CMO
The CMO’s job has become much more complex in this new “customer centric”
marketing environment. A good CMO needs to understand change management, data
management, and consumer experience design, not simply provide creative and media
channel expertise. Key challenges/issues include the ability to:
Provide a single, integrated view of the customer across channels across all of the customer’s
lifecycle
Manage multiple campaigns across multiple channels efficiently and effectively
Offer highly targeted personalized ad campaigns
Determine what capabilities to do in-house and what to use partners for and who the best type of
partner is
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Key CMO Issues and Challenges
The CMO’s increased role brings with it a broad array of business challenges especially around
customer lifecycle issues.
Source: (a) Salesforce 2015 State of Marketing
Most Pressing CMO Business Challenges (a)
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Key CMO Issues and Challenges
According to a Salesforce study, 86% of all marketers that they surveyed said it was critical or very
important to create a cohesive customer journey.
Source: (a) Salesforce 2015 State of Marketing
The Effectiveness of Various Technologies at Creating a Cohesive Customer Journey (a)
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Key CMO Issues and Challenges
According to a study done by Teradata in September 2014, the key driver for new technology
spending is improving the customer experience and the key issues around that spend are the need
to integrate data across various technologies and privacy concerns.
Only 37% of the 400 enterprises surveyed reported that they had a “single view” of their customers.
Drivers of New Technology Spend (a) Key Criteria for New Technology (a)
Source: (a) Teradata: Enterprise Priorities in Digital Marketing, Sept 2014
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Key CMO Issues and Challenges
Historically, media campaigns and channels were independent – getting their own budget
allocations. Today, with a more “customer centric” marketing environment, priorities and marketing
teams must work on a more integrated, multichannel approach.
However, with this more integrated approach, there is also a big priority by companies to more
accurately figure out what part(s) of the marketing spending are actually working. Hence, attribution
is a key issue for the CMO.
Actions Taken By Companies Surveyed to Drive % of Companies Surveyed with
“Customer Centric” Work (a) Plans for New Technology Investment (a)
Source: (a) Teradata: Enterprise Priorities in Digital Marketing, Sept 2014
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Key CMO Issues and Challenges
# Simultaneous Digital Campaigns at Busiest Challenges in Technologies and Data (a)
Seasons (a)
Source: (a) Teradata: Enterprise Priorities in Digital Marketing, Sept 2014
The CMOs surveyed in the Teradata study reported that they are managing an average of 37
different ad campaigns simultaneously during their busiest season.
The most active CMOs are managing 112 different campaigns simultaneously.
It is not surprising that those same CMOs said workflow management at scale is a big challenge for
them in today’s environment.
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Key CMO Issues and Challenges
The ability to offer personalized campaigns is seen as an important capability in today’s “customer
centric” marketing environment.
However, shown in the chart below, the level of personalization capabilities offered today by most
companies is relatively basic.
Existing Personalization Capabilities by Companies Surveyed (a)
Source: (a) Teradata: Enterprise Priorities in Digital Marketing, Sept 2014
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Key CMO Issues and Challenges
Many people believe that there is a general trend for CMOs to build up more digital marketing
capabilities in-house rather than using agencies and/or technology partners.
Data Analytics seems to be the biggest focus of current in-house capabilities.
% of Companies Surveyed with These Capabilities In-House (a)
Source: (a) Teradata: Enterprise Priorities in Digital Marketing, Sept 2014
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Key CMO Marketing Execution Considerations
Create Optimal Consumer Experience – Not Mass Advertising.
Look for what consumers want/need, not simply what the marketing message should be.
Focus on building brands that consumers trust and that provide useful value. It’s not just
about creating pretty brand images anymore.
Increasing importance of consumer and peer influence in the development of the brand.
Increasing number of marketing channels and devices creates campaign execution
complexity.
Increased use of data to drive advertising/marketing decisions.
Companies that manage a lot of digital data (e.g. ecommerce platforms) may become “next gen”
CRM data managers as they are collecting real time data based on actual behavior.
Implications for traditional database marketing companies?
New technologies will lead to many new creative ad formats (cinemographs, animation
on top of video, etc.).
Will large marketing suite vendors build customized marketing suites for agencies?
Source: Forrester Research: Innovation Agencies, Dec 2014
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Key CMO Marketing Execution Considerations
Increasingly marketers are shifting attention away from traditional metrics like ROI and
conversion to metrics that better reflect customer satisfaction.
This trend further complicates the “effectiveness equation” for any particular ad campaign.
Source: (a) Salesforce 2015 State of the Marketing Cloud
Popularity and Effectiveness of Digital Marketing Channels and Strategies (a)
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Key Ad Agency Capabilities
A December 2014 report by Forrester talks about the following as key capabilities for a successful
agency today:
Innovation around products and services
Integration of channels and customer data
Implementation of enabling tech systems
The same report talks about the importance of agencies’ ability to provide their clients with high level
business strategy services and educational services around change and innovation.
These types of capabilities have not necessarily been core competencies of agencies in the past
Source: (a) Forrester Research: Innovation Agencies, Dec 2014
Agencies Reposition To Meet Marketers’ Demand (a)
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Key Ad Agency Capabilities
The same report also published their Forrester Wave of the Most Innovative Ad Agencies.
All of the entities shown in the “Wave” are part of a larger organization (mostly ad holding
companies) except for T3 and Mutual Mobile.
T3 is a family owned agency in Austin, Texas that Forrester likes for its “Think Tank” approach to customer
experience strategy. The agency is also known for its innovation around mobile experiences.
Mutual Mobile is a small agency focused on emerging technologies & helping clients build discrete digital
products based on collaboration, user-centered design, and iteration.
Source: (a) Forrester Research: Innovation Agencies, Dec 2014
Ownership of Companies Featured
Sapient Nitro / Publicis
R/GA / IPG
Huge / IPG
Frog / Aricent
Razorfish / Publicis
Isobar / Dentsu
AKQA / WPP
Critical Mass / Omnicom
Mutual Mobile – Independent
T3 – Independent
Innovative Agencies (a)
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Competitive Landscape
Only 1 of the top 5 digital agency networks is owned by an ad holding company
There are only 8 independent agencies in the top 50 digital agency networks
Total 2014 revenues for the top 50 digital agency networks was $13.8 Billion, up 14% vs. 2013
Source: Ad Age Annual Agency Report
2014 Rev
($mm)
%Growth
1. IBM Interactive Experience (IBM) $1590 NA
2. Deloitte Digital (Deloitte) $1470 NA
3. Accenture Interactive
(Accenture)
$1408 NA
4. Epsilon (Alliance Data) $1201 +6%
5. Wunderman (WPP) $1175 +4%
6. Digital @ Ogilvy (WPP) $1103 +5%
7. Sapient Nitro (Publicis) $937 +9%
8. Digitas LBi (Publicis) $871 +8%
9. PwC Digital Services (PwC) $747 NA
10. Havas Digital Group (Havas) $697 +12%
Top 10 Digital Agencies
2014 Rev
($mm)
%Growth
14. Merkle $271 +28%
34. Gyro $114 +4%
36. Platform Advertising $107 +2%
44. TMP Worldwide $87 -1%
45. Richards Group $80 +34%
46. In Touch Solutions $77 +13%
47. Resource Ammirati $75 +14%
49. Hello World $70 -17%
Independent Digital Agencies in Top
50 Ranking
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Selected Advertising Agency Public Companies
AdTech Public Companies
US$ M Market Data Operational Metrics
Enterprise EV / Revenue EV / EBITDA Revenue EBITDA Revenue Growth
LTM
Gross
LTM Adj.
Company Value
(a) (b)
2015E
(c)
2015E
(c)
2016E
(c)
2015E
(c)
2016E (c)
2015E
(c)
2016E
(c)
'15E/'14A '15E/'16E Margin Op. Margin
WPP $32,539 1.8x 11.0x 10.6x $17,953 $18,592 $2,955 $3,073 56% 4% 87% 16%
Omnicom 20,957 1.4x 9.5x 9.1x 15,167 15,815 2,217 2,309 (1%) 4% 25% 13%
Publicis 15,559 1.5x 8.6x 8.1x 10,314 10,803 1,801 1,924 42% 5% 39% 16%
IPG 10,085 1.3x 9.7x 9.1x 7,607 7,890 1,037 1,108 1% 4% 36% 11%
Havas 3,492 1.5x 9.0x 8.3x 2,338 2,489 389 420 25% 6% 39% 14%
MDC 1,931 1.5x 9.8x 8.5x 1,328 1,431 198 228 9% 8% 33% 7%
25
th
Percentile $10,085 1.4x 9.0x 8.3x $7,607 $7,890 $1,037 $1,108 1% 4% 36% 13%
MEDIAN $15,559 1.5x 9.5x 9.1x $10,314 $10,803 $1,801 $1,924 25% 4% 39% 14%
75
th
Percentile $20,957 1.5x 9.7x 9.1x $15,167 $15,815 $2,217 $2,309 42% 5% 39% 16%
Notes:
(a) Based on closing stock prices on January 12, 2016.
(b) Calculated as Equity Value plus total debt, minority interest (at book value unless otherwise noted) and preferred stock, less cash & equivalents).
(c) Projections represent Wall Street estimates.
Source: CapitalIQ
Selection criteria based on size and publicly available information.
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Selected Recent Advertising M&A Transactions
US$ M
Date Announced Acquirer Target Target Description
Implied Ent.
Value LTM Rev EV / LTM Rev
Apr-15 KPMG Beacon Partners Provides management consulting and investment banking advisory services ND ND ND
Feb-15 ICON
Medimedia Pharma
Solutions
Offers scientific and medical communication services $120 ND ND
Jan-15 MAPI Developpement
Select Optum Life Sciences
Services
Offers information technology-enabled health services in the US and internationally ND ND ND
Nov-14 Publicis Sapient Provides a range of online marketing campaign creation and management services 3,419 1,356 2.5x
Oct-14 ICF International Olson Provides a range of digital marketing, public relations, and web design for businesses 295 126 2.3x
Aug-14 MedAssets Sg2 Provides healthcare BI SaaS as well as related consulting services 142 100 4
Oct-14 Cognizant Cadient
Provides digital marketing services for the healthcare, medical device and
pharmaceutical industries
ND ND ND
Jul-14 Boston Consulting Group Strategic and Creative Provides web design, product design and mobile marketing design services ND ND ND
Oct-13 McKinsey Brick and Click Solutions
Provides digital and social media marketing campaign creation and management
services
ND ND ND
May-13 Accenture Acquity
Provides online marketing campaign creation and management, social media
marketing, search engine optimization and Web design services
280 141 2.0x
Oct-12 Accenture Avventa
Provides Web design, banner advertising, email marketing and mobile application
development services for businesses globally
5 ND ND
Sep-12 Publicis LBi International
Provides Web design, mobile app development, search engine optimization, pay-per-
click campaign management and social media marketing
547 279 2.0x
Sep-12 Athenahealth Healthcare Data Services Provides healthcare data analytics, quality control and management SaaS 6 ND ND
Jun-12 WPP AKQA
Provides Web design, online marketing campaign creation and management, and
social media and mobile marketing services
540 189 2.9x
May-11 Publicis Rosetta
Provides online marketing campaign creation and management, social media
marketing, search engine optimization (SEO) and Web design services
575 250 2.3x
Jun-10 The Lowe Group / IPG Face Digital Offers advertising and communication services 42 29 1.5x
25th
Percentile $81 $120 2.0x
MEDIAN $280 $165 2.3x
75th
Percentile $544 $257 2.6x
Source: CapitalIQ, 451 Research M&A Knowledgebase
Selection criteria based on size and publicly available information.
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Contact Information & Disclaimer
This document is intended to serve as information only, and to suggest that further analysis and consideration may be warranted. Unless otherwise indicated,
AGC does not believe that the information contained herein is sufficient to serve as the basis of an investment decision. There can be no assurance that these
statements, estimates or forecasts will be attained and actual results may be materially different. Only those representations or warranties which are made in a
definitive purchase agreement will have any legal effect. To learn more about the company/companies that is/are the subject of this commentary, contact one
of persons named herein who can give you additional information.
Linda Gridley
Partner, Co-Head of
Digital Media Group – New York
lgridley@agcpartners.com
212-400-9710
Gee Leung
Partner, Digital Media Group –
San Francisco
gleung@agcpartners.com
650-241-1490
Jon Guido
Partner, COO, Co-Head of
Digital Media Group - Boston
jon@agcpartners.com
617-261-4126
Markus Salolainen
Partner, Head of Europe,
Digital Media Group - London
msalolainen@agcpartners.com
+44 7776 193 861