Ipsos to buy out Aegis' Synovate for $860 mn

MUMBAI: Aegis Group plc has agreed to sell its market research business Synovate to French market research company, Ipsos S.A, for $860 million, opening the window for speculation of being gobbled up by a possible bidder.

The deal will make fifth-ranked Ipsos the world‘s third-largest market research company by revenue, ahead of Germany‘s GfK SE. The top two positions are occupied by Nielsen Holdings and WPP‘s Kantar.

Aegis Group plc CEO Jerry Buhlmann called the announcement of the proposed sale as the largest structural change in the history of Aegis Group plc.

The selling of Synovate underlines Aegis group‘s intent to focus pre-dominantly on media buying through its Aegis Media business.

Ipsos said that the acquisition is "transformational" for it and will provide a powerful platform to better serve clients through the combination of its experienced research experts, enhanced geographic footprint and delivery of a wider suite of research tools and products.

The enterprise value of $860 million is subject to customary adjustments for the levels of cash, debt and working capital in Synovate at the date of completion of the sale.

The deal excludes Aztec, the Group‘s scan data services business, which will remain part of Aegis and will now be used by Aegis Media.
Aztec hasn‘t entered the Indian market as yet.

According to Ipsos, the acquisition will be financed through a new debt financing of €250 million, a rights offering of approximately €200 million to Ipsos‘ shareholders and existing facilities and available cash.

Aegis has said that the balance of the proceeds from the sale is intended to provide increased financial flexibility to invest in value-enhancing acquisitions by the company.

The transaction is conditional upon the approval of the disposal by Aegis‘ ordinary shareholders, as required by the listing rules for a Class 1 transaction in the UK. Aegis‘ general meeting will be convened in the coming days and is expected to be held in mid-August 2011.

A majority of votes cast must be in favour of the transaction and Aegis has received an irrevocable undertaking from Vincent Bolloré, Aegis‘ 26.5 per cent shareholder, to vote in favour.

Ipsos entered the Indian market in 2007 through build-operate-transfer model with Indica Research and finally acquiring the company recently. Synovate entered India in 2003 with its full acquisition of Blackstone Market Facts.

The newly formed entity will be competing with players such as Kantar, TNS and IMRB.

In India, Synovate has nearly 300 full-time employees and 60-70 free-lancers, four full-service offices and 14 field offices.

"For Aegis shareholders, the offer from Ipsos provides value and certainty and enables the Group to increase its focus on delivering communications services based on media, digital and content creation. Aegis Media‘s strategy is based on capturing organic growth from the rapidly changing media market", Buhlmann added.

Ipsos S.A. chairman and CEO Didier Truchot stated, "This deal will meet our goals to make Ipsos brand a worldwide brand, synonymous with excellence in each of its fields of specialisation and better able to attract and keep clients. I look forward to welcoming the Synovate team to Ipsos and together creating a leading player in market research, with the best talent in the industry."

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