Why M&C Saatchi can still be optimistic despite its accounting woes, Tony Walford writes in The Drum

One of the biggest talking points in our industry over the past few months has been what might colloquially be termed a “cock-up in the accounts department” over at M&C Saatchi. To recap: back in August, it was announced the AIM-listed indie network’s auditors, KPMG, had raised concerns regarding accounting controls following an audit review. An independent review by PwC discovered a series of historical “misstatements”, including “overstated accrued income” of £2.6m; “irrecoverable receivables” of £1.7m; “pre-payments” of £0.9m; “other debtors” amounting to £0.5m; and “impairment of intangible assets” of £0.7m. That’s quite a big hole – £6.5m or so – to account for (though the losses will partially be offset by an adjustment win the agency’s corporation tax obligations), but more important is the effect such mistakes (I call this a mistake because there is no indication or implication of fraud – it’s definitely a case of error rather than conspiracy) have on a company’s reputation and investor confidence. And so it has proved: over the past six weeks, ever since the errors were revealed, M&C’s share price has tanked by 55%, meaning its market cap has fallen from more than £300m to below £150m in under two months. Ouch! Observers are correct when they say that this is probably the biggest crisis the company has faced since it lost British Airways, its biggest account, back in the 1990s. But let’s look at the positives. Despite the disclosure’s effects on the shares, M&C has behaved in an exemplary fashion. A mistake has been made, and the agency has ‘fessed up to it. Chief executive David Kershaw has been pretty transparent about the whole thing, and the fact that PwC is conducting a full investigation into the errors (the results of this investigation should be known by November) means that the share price crash is probably far less catastrophic than it could have been. Also, M&C had already appointed a new group financial director, Mickey Kalifa, in January before the discovery of these errors and having a fresh set of eyes and a more “outside-in” view can only be a good thing from an investor perspective. The agency has already warned investors that the next set of figures will be down, and that profits will be hit by the charges relating to the accounting error. How will this affect investor confidence moving forward? M&C, of course, operates in an industry that has been hugely disrupted over the past decade, and the pain is set to continue for the foreseeable future; why would anyone invest in a company that has accounting errors stretching back to who-knows-when, operating in an industry in which the established models are being heavily disrupted? A good question, but I’m unsure of its relevance. A crash in investor confidence is always bad news for a business, but in the short term, M&C needn’t worry. From being in a net debt position of £2.2m last December, the agency now has plenty of cash to hand – £9.5m on 30 June, after enjoying a windfall from selling a 24.9% stake in Blue 449, formerly known as Walker Media, to Publicis Groupe in March. So it has little need, for the moment at least, to go cap in hand to investors for money. In addition, the majority of stock is held by people with a big emotional stake in the future success of the agency: more than 18% of shares are held by the remaining founders: Kershaw, Maurice Saatchi, Bill Muirhead and Jeremy Sinclair, with smaller employee investors upping the company ownership. The next biggest stakeholders are fund managers Octopus Investments and Invested Wealth, with 14% and 4.6% respectively. Ownership is unlikely to change for a while because which shareholder – unless they think prices have an awful lot further to fall – is going to want to sell up at such a low price? There’s also the matter of how much shareholder confidence affects the ability of an agency like M&C to conduct its business. I’d argue not that much. As long as M&C’s clients – which include Pernod Ricard, Unilever, BMW, Royal Mail and Fuji – are happy with the work the agency produces on their behalf and the agency has stable cash reserves going forward to ensure continuity of work (which it does), why should they worry? And although share prices might exercise financial directors, founders and principals, most staff at an agency won’t worry too much, unless they hold significant stakes themselves. I’ve never met a creative who was kept awake at night by fluctuations in the stock markets, and I suspect most readers of The Drum haven’t either. An exodus of talent as the result of an accounting crisis is pretty improbable. But what of corporate raiders and predators? An aggressive takeover might be tempting for bargain hunters, especially with the price so low. Indeed, rumours that Accenture, the consultancy that has been most active in buying up businesses in the marcomms space, has been running a slide rule over M&C have been circulating for months. Accenture has the experience, has the money, has the will, and – with the heavyweight likes of Karmarama, Droga 5, Kolle Rebbe, MXM and Brightstep already under its wing – has the existing portfolio which would be a natural home for a prestigious agency brand like M&C Saatchi. Clearly, if the founder-shareholders were not minded to sell their stakes then a full takeover by Accenture or some other acquirer is perhaps unlikely at the moment, but consider the saga of WPP and Chime Communications. Sir Martin Sorrell’s WPP for many years held a large minority stake (17%) in Chime, whose businesses included ad agency VCCP, sports management agencies and comparethemarket.com. This not only gave WPP clout in the boardroom, but also enabled the network to work with potential investors, such as New York-based private equity house Providence Equity Partners to launch a takeover, which it eventually did (Chime was sold to WPP/PEP in 2015 for about £374m; in July this year, WPP sold its 20% stake to Providence, which is now the sole owner, for £26m). Other moves are possible as well. A significant external shareholder could use boardroom influence to launch a merger. This is what Sorrell did to fulfil his ambitions in Australia. Back in the early 2000s WPP acquired a 6.9% in STW, Australasia’s biggest ad network. By 2007, this had risen to 10%. And five years later, Sorrell’s firm bought a third of DTDigital, an STW shop that had close links with WPP’s Ogilvy [& Mather]. By 2015, WPP owned 23.6% of STW and the board proposed a merger, thus creating an AUS $850m marcomms colossus, henceforth to be known as WPP AUNZ. This was not supported by all of the STW top team shareholders and there was some fallout in the process. In the end, the new entity was not the success either party had hoped, posting a $253m loss earlier this month, and there is much speculation that the group will either be broken up or extensively rationalised. In sum, having a significant minority shareholder in a publicly listed company can ultimately drive – or block – takeovers so it’s something to watch out for. But I’m not sure this will happen either in the case of M&C. The big holding groups don’t seem to be on the acquisition trail right now (WPP is divesting itself of businesses) and there’s no sign that the principals want to get out. And accounting scandals and tanking shares aren’t always terminal. Readers with long memories will remember what a basket case IPG was back in 2002. It had revealed a series of colossal accounting disasters that resulted in an SEC investigation and ratings agency downgrading IPG shares to “junk” status. $145m in revenue and $25m in net income were “improperly” accounted for. Shareholders bought class action lawsuits worth $115m. When Michael Roth took over as boss a short while later, shares were trading at about $10, later sinking to under $4, making the group something of a bargain; everyone thought the holding group was going to be taken over – perhaps by Publicis or WPP. Roth freely admits that he “took plenty of meetings with people who were interested in acquiring us”. At the time of writing, IPG shares were $20.98, and the group is said to now be outperforming its rival groups, despite being smaller than Publicis, Omnicom or WPP. The worst accounting scandal in ad land history was eventually dealt with, and IPG soldiered on. Any problems M&C has are a drop in the ocean by comparison, and they have been dealt with quickly, professionally, efficiently and openly. Unless November’s report reveals a hitherto unknown scandal, I can’t see M&C changing that much in the short to medium term and in future, this matter is likely to be looked back on as a bump in the road. Read more

Green Square at the Pimento 2019 Conference

Barry Dudley, Partner at Green Square was delighted to speak at the Pimento 2019 Conference on 19th September at the Montcalm Marble Arch London Hotel. The conference focused on the changing world of independent agencies and consultants, and how best to respond to changing client demands. The event was followed by the UK Agency Awards taking place at the Montcalm that evening.
Barry shared insights on how to maximise the value of your agency, and the steps you can take to make your business attractive to acquirers. When asked about the day Barry said “Fantastic Pimento Conference with the theme Stronger Together. It was great having an opportunity to take to the stage alongside some brilliant and exciting speakers.…Stephen Woodford taking us through what Advertising Association are doing for British creativity (great things!); Diana Rowatt de-mystifying marketing automation tech – Force 24; Michelle Morgan opening our eyes to the challenges around mental health and wellbeing and introducing us to her amazing pyjama’s! Pjoys; Nick Band took us through the changing nature of our workforce and introduced Pimento People ‘a dating agency for freelancers’; Kerry Harrison show cased some amazing work she has been doing with voice and AI – Tiny Giant; Lee Warren wowed us with some magic (yes really!) and some tips for public speaking and presenting – Invisible Advantage; and last, but by no means least, James Murphy took us through some of his learnings from his career to date and some thoughts for the future.”   Speakers Barry Dudley, Partner of multi-award winning M&A Green Square Stephen Woodford, CEO of the Advertising Association James Murphy, Co-founder, adam&eveDDB Nick Band, Co-founder of Pimento People Stephen Knight, Founder & CEO Pimento Lee Warren, CEO of Invisible Advantage Kerry Harrison, Co-founder Tiny Giant Michelle Morgan, Founder Pjoys Diana Rowatt, Client Services Director Force24   Read more Please email Debbie Hyde for more information on the conference or to be invited to future events.

Green Square at the Pimento 2019 Conference

Barry Dudley, Partner at Green Square was delighted to speak at the Pimento 2019 Conference on 19th September at the Montcalm Marble Arch London Hotel. The conference focused on the changing world of independent agencies and consultants, and how best to respond to changing client demands. The event was followed by the UK Agency Awards taking place at the Montcalm that evening.
Barry shared insights on how to maximise the value of your agency, and the steps you can take to make your business attractive to acquirers. When asked about the day Barry said “Fantastic Pimento Conference with the theme Stronger Together. It was great having an opportunity to take to the stage alongside some brilliant and exciting speakers.…Stephen Woodford taking us through what Advertising Association are doing for British creativity (great things!); Diana Rowatt de-mystifying marketing automation tech – Force 24; Michelle Morgan opening our eyes to the challenges around mental health and wellbeing and introducing us to her amazing pyjama’s! Pjoys; Nick Band took us through the changing nature of our workforce and introduced Pimento People ‘a dating agency for freelancers’; Kerry Harrison show cased some amazing work she has been doing with voice and AI – Tiny Giant; Lee Warren wowed us with some magic (yes really!) and some tips for public speaking and presenting – Invisible Advantage; and last, but by no means least, James Murphy took us through some of his learnings from his career to date and some thoughts for the future.”   Speakers Barry Dudley, Partner of multi-award winning M&A Green Square Stephen Woodford, CEO of the Advertising Association James Murphy, Co-founder, adam&eveDDB Nick Band, Co-founder of Pimento People Stephen Knight, Founder & CEO Pimento Lee Warren, CEO of Invisible Advantage Kerry Harrison, Co-founder Tiny Giant Michelle Morgan, Founder Pjoys Diana Rowatt, Client Services Director Force24   Read more Please email Debbie Hyde for more information on the conference or to be invited to future events.

The new golden age of marketing in the Netherlands Tony Walford writes in The Drum

In 2017 I gave a talk in Amsterdam in conjunction with The Drum titled ‘First Up Best Dressed – A Hothouse of Creative Talent‘. The talk looked at the potential focus of marcoms and marketing technology acquirers on the Netherlands post-Brexit. Since giving this talk, we have seen the well-publicised acquisition of MediaMonks by Sir Martin Sorrell’s S4 Capital, which then went on to buy Dutch influencer agency IMA, the acquisition of digital shop Pervorm by Deloitte Digital and Storm by Accenture to name a few. Alongside this we have seen the growth of Dutch marcoms consolidators Dept and Candid, the latter of which has just acquired the highly respected Amsterdam-based strategic creative agency XXS in a deal negotiated by ourselves at Green Square. This focus on the Netherlands is set to intensify, particularly if we move to a no-deal Brexit. It’s not going to be restricted to the marcoms and martech world, corporate and investor interest will be across all sectors, but it’s the creative and tech industries that are the focus of this article. The Netherlands has long been seen as a nation of highly creative people who tend to take more risks and break more rules, resulting in freer thinking which leads to the development of groundbreaking and innovative campaigns. However, it’s also viewed as a country where lifestyle is an important factor and people are less driven by materialistic goals, in comparison to the US and the UK, and many of its European counterparts. Following the Brexit vote – and now the real possibility of a no-deal Brexit – we have seen companies and organisations already shift their European headquarters away from the UK, with cities such as Amsterdam and Dublin being high on the list of favourites. The Netherlands Foreign Investment Agency (NFIA) recently stated 42 large companies including Sony and Panasonic had already agreed to relocate to Holland with another 250 in talks. This trend is set to continue and, once plans to relocate are signed off by corporates, it is pretty much impossible to turn back, deal or no-deal. Opportunities for Dutch creative and technology agencies to expand to service demand from these new global companies settling on their soil will be massive. And with the UK potentially no longer being a gateway to Europe for non-EU marcoms acquirers, those acquirers will be focussing on alternative English-speaking gateways that attract the most creative talent. So, what does this all mean? We are not only likely to see a migration of creative and tech talent to the Netherlands, but also potentially a cultural change in how the marketing communications industry operates, with attitudes potentially becoming less about lifestyle and more focused on agency growth. I think there will be a polarisation between those agencies that exist due to the love of the work and those that not only love the work but equally love the commercial and financial gains that can be fostered from the opportunities in front of them. Speaking with many Dutch agency owners has already indicated this divergence – there are those that want to stay small, focus on a handful of clients at a time, go home at a decent time every day and remain fiercely independent. Equally, some have openly said they want to grab the bull by the horns, maximise the opportunities, grow their agency and realise significant value from a sale in a fairly specific timeframe. The other thing is that outside of the Netherlands everyone seems to think the Netherlands is Amsterdam! This is so not the case. While there’s no question that Amsterdam attracts a lot of talent due to it being so famous on the world stage, there are stunning creative, digital and tech agencies in other cities including Rotterdam, Utrecht, The Hague, Sassenheim, Eindhoven…the list goes on. As this creative and tech migration takes hold, Amsterdam’s relatively small infrastructure is likely to be a restraining factor, and we will see these cities expand to the fore. With the bonus of an excellent and fast rail network, it’s really easy to get around. The majority of train rides between Amsterdam and the other major cities are little more than 30 minutes, meaning location is actually less relevant and you certainly don’t need to live where you work. Another interesting point is the birth of Dutch marcoms groups – notably Dept and Candid as mentioned previously. Digital full-service network Dept was founded in 2016 when a group of specialist digital agencies combined to better service clients’ needs and help brands grow to be the best in their markets. Building Blocks in Manchester was the first UK firm to join the network and the vast majority of agencies within the network were rebranded Dept last year. Dept now has over 1,400 employees, turnover of €250m, is private equity-backed and scaling very fast. Its focus remains purely on digital and data. Candid was founded by Gerard Ghazarian and his brother Youri and got going on the acquisition trail in 2017. Rather than bring together agencies in a network as Dept has, Candid has followed the buy-and-build route, initially focusing on Dutch agencies. The acquisition of brand strategy, advertising and creative production agency XXS in July gave Candid full-service capabilities and there are now nine agencies in the group with over 200 employees across Amsterdam and Rotterdam. As with Dept, we expect to see further acquisitions from Candid, particularly into other European countries. Indeed, what will be interesting is if we see Candid acquiring in the UK as Dept has done. While a no-deal Brexit may result in those acquirers needing an EU gateway moving their focus away from the UK, if the UK negotiates direct trade deals elsewhere, for example with the US and China, we could see EU-based companies look to gain access to non-EU markets though UK acquisitions. Either way, the UK will remain a source of vast creative and tech talent, despite the final Brexit outcome. Speculation on the UK situation aside, there is no doubt that the Netherlands is going through a period of significant inward investment and growth and it’s going to be very interesting watching this pan out. Property prices in key cities have escalated in recent times reflecting the growth in demand as people migrate, and also in anticipation of a bit of a boom. What will be most interesting is how this investment and growth may affect culture, particularly within the creative industries, and if there will be a shift in focus between creativity, lifestyle and commerciality. Is this a good thing? Perhaps not, depending on your point of view. The Dutch may have got it right in terms of the balance being more towards life than work, but significant growth and development could enhance the lifestyles for many. What is clear is change is already happening, investment in the Netherlands is only set to continue and it’s time for those with opportunities in front of them to seize the moment. This truly is a new golden age for the Netherlands.

Green Square advises XXS Amsterdam on its acquisition by Candid Group BV

We are delighted to announce the acquisition of XXS Amsterdam, one of Holland’s largest independent strategic and creative agencies, by Candid Group BV. The acquisition complements the eight agencies already within the Candid Group with significant synergies across specialisms and clients to bring a more holistic offering.
Founded in 1998 focusing on brand strategy, creative excellence and production in high-end studios, XXS works domestically and internationally for major clients and its many accolades include SAN and Effie Awards, Lamps and a Cannes Lion. Candid Group is a platform where media, creative and technology talents work together to deliver a positive impact for ambitious brands. Founded by entrepreneur Gérard Ghazarian in 2007, Candid consists of an international team of more than 200 employees spread across offices in Amsterdam and Rotterdam – 6 Circles, BBK Media, Havana Harbor, Lavinci, M2 Media, Stroom, The Online Company, Vostradamus and XXS Amsterdam. Green Square acted for the shareholders of XXS Amsterdam. Piet Hein Smit – Founding Partner XXS Amsterdam commented: “Joining Candid Group is the ideal next step for the team at XXS Amsterdam. Not only is it a perfect fit from a strategic point of view, but the chemistry, culture and nature of how the agencies interact within it suits us perfectly. We were looking for a party where we could retain our own signature and creative expertise and at the same time connect with other disciplines, and with Candid we have found it.” “We have known Green Square two years – we started with one of their Ascension Days and subsequently entered the sale process with them. They have been true partners to us throughout the process – they always acted in our best interests, clearly prioritised our needs and kept a laser-focus on achieving the objectives we all agreed at the start. They have a real teamwork mentality, we felt as much a part of their team as they became a part of ours. They are exceptional and we couldn’t have wished for better advisers.” Tony Walford, Partner Green Square commented: “It was an absolute pleasure to work with Piet Hein, Jose and Map at XXS Amsterdam. Not only is XXS a great business, but they are fabulous people and their ethos is reflected across the agency. Given XXS’s proposition, location and recent acquirer focus on the Netherlands, we had always assumed they would go to an overseas acquirer, but the extraordinary strategic and cultural fit with Candid was obvious from the start. We are proud to have negotiated and completed this transaction for them.” XXS Amsterdam Candid Group

Expect more agency acquisitions as consultancies battle to keep up with each other: Tony Walford writes in The Drum

One of the big stories in the marcomms industry over the past few years has been the rise of the consultancies – PwC, Accenture, Deloitte, Ernst & Young, Grant Thornton, McKinsey et al – as major players in the mergers and acquisition (M&A) space. Naturally, much of the focus has been on Accenture’s Interactive division, which has been the most acquisitive. Notable deals include its 2016 swoop on Karmarama, one of the last UK indies of any size, Irish shop Rothco in 2018 and New York creative powerhouse Droga5 last month.
In all, Accenture Interactive has acquired more than 30 agencies over the past four years. Interestingly, these have been in every conceivable discipline – full-creative, design, web build, search, SEO, branded content, CRM, production, data, media…on every continent apart from Africa. It looks, then, that Accenture is extremely serious about being a big player in marcomms as well as professional services and consulting. But what of its own rivals? Well, most of them have been busy too, if not in the same high-profile way as Accenture Interactive. As yet, they’re not spending anything like as much. Last year marketing consultancy R3 found that Accenture, Deloitte, IBM, KPMG and McKinsey had between them spent more than $1.2bn hoovering up marcomms agencies in 2017. By contrast, the big five marcomms holding groups (Publicis, WPP, IPG, Ominicom and Dentsu) spent $1.8bn on M&A over the same period – just half what they’d spent in 2016. It’s fair to say that as the holding companies have struggled with the disruption wreaked on the marcomms industry over the past five years, it’s been the consultants who’ve kept M&A activity buoyant since 2015. But while KMPG spent $14m in 2017, IBM, $28m and Deloitte $144m, Accenture Interactive eclipsed all of them by spending just over $1bn on M&A throughout 2017 (that’s twice as much as either WPP or Dentsu). In fact, that same year, the firm announced a $1.8bn war chest for M&A in the marcomms space, signalling an aggressive intent to steal a march on its competitors. The others will need to act quickly, and spend heavily, if they are to catch up. There is, however, a structural reason why Accenture can be far more prolific than its peers. That is due to the fact it is listed and can therefore issue shares to raise cash. Many of its contemporaries are partnerships, which means partners of the firm effectively pay for the acquisition between them. So, if a target agency has multiple geographic locations – eg London, New York, Singapore – then the partners in each of those jurisdictions will have to stump up their share of the acquisition cost. This gets particularly tricky if it’s the UK consultancy that wants to make the purchase as it fulfils a specific need for the UK arm and not for the others. Deloitte Digital’s acquisition this week of online marketing agency Pervorm offers us the ideal opportunity to re-examine the state of play with the other consulting giants. Pervorm, founded in 2010, is an online agency with offices in Amsterdam and Vietnam, whose specialisms include digital marketing, in-house consultancy and analytics. This latest acquisition gives Deloitte a foothold in the media space and strengthens its search, social and programmatic advertising offer. Although the sum that changed hands has not thus far been disclosed, it’s reasonable to assume that the founders would have been happy with the money they received, since the consulting giants see the value of digitally and creatively-focussed marketing shops (one of the reasons for this we’ll examine later). After Accenture, Deloitte has been the most acquisitive, buying up agencies like San Francisco’s Heat, the Swedish creative shop Acne (whose clients include Ikea), Market Gravity (a ‘proposition design’ business based in south London), the cloud services firm CloudinIT (clients include Amazon and Salesforce) and design agency Brandfirst. But in the last year or so, Deloitte has been quiet, and the Pervorm acquisition may signal a renewed interest in catching up with Accenture. We’re also seeing lesser known, but seriously sizable consultancies move into the space, such as ICF. This is a 5,500 staff, $1.4bn market cap consultancy that own the marcomms outfit formerly known as Olson. We at Green Square advised We Are Vista on its sale to ICF last year and the whole ICF marketing services side has subsequently been rebranded ICF Next, boasting specific capabilities in creative engagement, insight and analytics, loyalty, communications and technology. This gives it fleet of foot to face clients in the way that suits the clients best. So, why are the consultants – big and small – moving into marcomms? The answer is simple – all businesses need to grow, and extending the range of services they can offer clients (including advertising, marketing, strategy and ancilliaries) gives them access to new service lines into which they can utilise their expertise and footprint. They have a great deal in their favour, such as existing client relationships in many cases; experience of operating at both global and local levels; understanding of both strategic disciplines and their importance; big budgets, currently much larger than the under-pressure holding groups can provide and large headcounts. Accenture has over 400,000 employees globally which, supplemented by creative talent from the agencies they acquire, means it can offer clients quick and effective end-to-end service. Consultancies also have a reputation as cost-savers and problem solvers, whereas traditional marketing agencies are seen as cost drivers, which is a huge structural problem they need to solve (although agency chiefs quite rightly like to point out that they charge clients a lot less for their services than the consultancies do). This is where it can get tricky for the consultancies: their traditional business relies on known and proven methods and models into which they can plug staff to collect data, provide reports, implement systems etc, which can be highly profitable as it is replicable. While some marcomms services such as digital transformation, programmatic, performance marketing can also be mechanised to a degree, creative services by their very nature rely on people to come up with new ideas for campaigns. They need a lot more human interaction and the charge out rates for marcomms staff are likely to be a lot lower than those of the consultancies. That said, consultancies usually have direct access to “C-suite” personnel client-side, which agencies often don’t. And since the turn of the century, CMOs have increasingly moved into the boardroom as marketing becomes a business-critical component of most large businesses or brands. Marketing is no longer just about TV ads; it’s about interacting with customers and their journeys, protecting brand reputations and values. When you are selling consultancy services at C-suite, it’s not such a stretch to provide marketing and creative strategy as well, and the opportunity could be there to do this at a premium. It’s often said that the success of disruptive, fast-growing businesses like Uber or Airbnb is down to sound strategic thinking and brilliantly user-friendly customer interfaces, rather than high-impact advertising. Rather than pushing messages at people, marketing has increasingly become a way of solving complex business problems and realising a brand’s strategic thinking. Quite reasonably, the consultants who’ve always prided themselves on helping clients to solve complex business-critical problems believe they can play a role in shaping these kinds of brands. Does this mean that the traditional creative ad agency will be a thing of the past? Unlikely, but there will, as Adrian Mills, partner of creative, brand and media at Deloitte Digital told The Drum last year, be a shift in power. As Mills pointed out, consultancies can’t operate on the low margins that many agencies do these days, but what they are good at is bringing in or outsourcing the stuff they are unable, for whatever reason, to do themselves. How do the traditional agencies react to this shifting landscape? The big problem that Deloitte, Accenture and the others face is reputational. They have few creative credentials. Which is why the consultancies have shifted from buying agencies purely with expertise in web, mobile development and UX design to full-service creative shops like Heat, Karmarama and Resource/Ammirati (bought by IBM in 2017). Also, Karmarama aside, the consultancies have been snaffling up young businesses or startups – consultancies tend not to be famed for their entrepreneurial spirit, and hotshops possess these qualities by the bucketload. The challenges for the consulting firms is to keep these acquisitions separate, to nurture that entrepreneurial spirit, rather than subsuming them into the wider acquirer culture. One thing the ad agencies can do is focus on their creative heritage. Most aspects of marcomms – production, execution, web build, account management, etc – can be commodified to a greater or lesser degree. But creative thinking cannot. And creative talent will always be drawn to an agency environment rather than a management consultancy, even if the latter pays better. If the established agencies can continue to attract the most talented creatives, and trumpet these credentials to existing and prospective clients, they’ll have a future in this newly-competitive environment. And of course the other thing the WPPs, IPGs and Dentsus of this world can do is set up their own consultancies. This has been tried before (back in 2006, OgilvyOne in the UK set up a short-lived consulting unit called Ogilvy Engage) but it’s more difficult than it sounds – and probably requires bringing in outside talent. But this, perhaps, is a story for another day…

How to make your agency fit for acquisition: Barry Dudley writes in The Drum

As a Chelsea fan, the recent Carabao Cup final was one to forget – the first shot on target wasn’t until the 43rd minute, 0 – 0 after full time and extra time, ultimately dumped in a penalty shoot-out. But arguably the biggest talking point came from a brief and extraordinary period when the Chelsea keeper Kepa Arrizabalaga defied his manager Maurizio Sarri, refusing to be substituted for specialist penalty saver Willy Caballero.
Arrizabalaga stayed on the pitch, while Sarri blew his top, and was held back from confronting him. Later, they both said that the situation was a misunderstanding. Whether this was true, or a face-saving exercise is not really the point. But it got me thinking …. how could it have ever come to this? Would this farcical situation have ever happened at Chelsea’s opponents that afternoon, Manchester City? As soon as full-time came I watched the City players, coaches, manager, other support staff all get into a tight huddle near the centre spot. They were tight. Chelsea meanwhile seemed to be in a dispersed daze. As anyone who’s seen Amazon’s documentary on Man City, All Or Nothing, will tell you, their manager Pep Guardiola is a man with a plan, and an eye for detail to match. He would have ensured that every player knew exactly where they had to be and what they had to do – including in the event of extra time or a penalty shootout. Pep, you see, is a fellow who has his house well in order, and that’s part of the secret of his success. The same applies to any business that’s looking to leap from the lower leagues into the big time, or perhaps seeking a partner or acquirer to take them there. When we begin our journey with a new client it normally begins with an Ascension Day – this covers the whole spectrum from the very basic house-keeping to the grand plan and road map to get there. So the first rule is, know what it is you’re supposed to be doing, who you’re doing it for, how you’re going to do it and why – what’s your proposition and why will someone want to buy that just from you. This is way more important than the Shoreditch offices, the flat whites, beanbags, pool table and shiny new Macs – all things too many businesses concentrate on too much, often to cover up the un-exciting offer that sits behind it all. Then you have to make sure everyone you’re working with – creative, suits, strategists, data bods, CRM experts, production people – knows and understands this too. And that they buy into it, are genuinely excited about it and will do whatever it takes. This is what Pep has done so successfully with his team. Everyone has bought into his vision, method and strategy, from the boot boys to the groundsmen and the catering team to the players and fans and crucially those above him. They have bought into it and understand where they fit in and what is expected of them to achieve success. This is why City – and I’m not a supporter as you know – are so good, and why defeats or dips in form do not faze them. They’re prepared. If you are, losing an account, a pitch, a key member of staff, a particularly tricky brief won’t faze you either. So plan ahead, be ready for any eventuality that you can think of and make sure everyone understands what they’re supposed to be doing, when they’re supposed to be doing it, how and why; a winning mentality. Another crucial part of putting your house in order is understanding your place in the world. Smaller or startup businesses have traditionally – notions of nimbleness and hipness aside – been at a disadvantage to their bigger matured cousins, because they’re seen to lack the scale that big global brands demand; they certainly lack the resources, human or otherwise, to compete on a level playing field. If your analysis of your competitive landscape reveals that you won’t for the moment be competing with the giants, then all well and good. So, who do you compete with? And can you co-exist, or will it be a competitive fight to the death? And what can you do with the resources you have? Over-promising, not meeting deadlines and the like can be fatal. Will you have to hire in extra talent? The so-called “Hollywood model” – having a small core team and drawing on a wider pool of outside or freelance talent – is becoming increasingly popular. It’s interesting to note that one of the smartest and most successful agencies of recent times, R/GA, came out of the film industry before being snapped up by IPG. Despite having 2,000 employees on its books, it still draws on outside help, whether that’s collaborating with other experts or ‘hiring in’ individual talent. Next, and a related point, decide whether you’re a generalist or a specialist. Five hundred years ago, a very good scientist might, over a lifetime, be able to understand the entire sum of human scientific knowledge up to that point. Nowadays, it’s impossible for a theoretical physicist, geneticist or cosmologist to know everything in their own chosen discipline – so they have to specialise. Similarly, nowadays, it is very hard for all but the biggest businesses to do everything for a client. Far better to do one or a few things, even if it’s looking quite niche, extraordinarily well rather than overstretch yourself. And if you want to do more, you will have to invest. You can’t do this on the fly, put up a facade and hope no one looks behind it. Guardiola will have a transfer budget, and will work out how he wants to spend it long before the contract is signed. His bosses will be aware of what he wants to do, and he’ll have convinced them of his targets’ merits, how they will improve the team. You’ll need to do something similar, perhaps just within your own existing resources as opposed to investors or banks, but it needs to be done well. You’ll also need to constantly evaluate your methods and processes, and be hard on yourself. In an industry being ripped apart by disruption, you’ll need to be a disruptor of yourself in order to survive and thrive. What intellectual property do you hold – this could be software and systems based, it could be processes, methodologies, data, freelance resource databases. Even when his team have won, Pep looks constantly at the performance: what could have been better executed? Where are our weak spots? What dangers and opportunities await us in the next match? Just as Pep and co continually evaluate players’ fitness, performances and attitudes, and endlessly re-watch past matches, you’ll need to do the same – constantly review your creds (with outside help if need be), carry out pitch post-mortems or reviews and revisit your positioning in the competitive set. This last point is incredibly important – a positioning within a disrupted market or industry is never static as the environment is itself in a state of flux. And again, this involves being aware of one’s surroundings at all times. After all, if you can’t create your positioning for yourself, how can you expect clients to trust you to be able to do it for them? To return again to the football analogy, every player in a good team knows where they must be at any given time. This has all manner of implications, particularly when you’re after new business. I remember back in the late noughties, there was an agency that kept winning new business pitch after new business pitch. Their sister agency, which was housed in the same building, kept losing the pitches it went after. Why was this, I wondered? The boss of the successful shop told me: pitches were rigorously researched, practised, rewritten and rehearsed again – as were presentations. She made sure her team knew more about the client than the client did. And other agencies in the process (if known) were studied for strengths and weaknesses. Furthermore, every single person in the room with the client on the big day knew what they had to do and say, and when. Crucially, she also always ensured that there was talent in reserve to keep the rest of the agency running smoothly and to ensure that existing clients enjoyed high levels of service and creative. The other agency’s pitches and presentations were by all accounts sometimes chaotic and unfocused, even though the creative ideas may often have been spot on – it was excused as being ‘dynamic’, ‘free-willed’, ‘highly innovative’, ‘not prescriptive’. All things that the successful shop’s chief executive almost certainly created the environment for. The successful agency had a continual run of success… because they had their house in order. Finally, it’s worth remembering that for all the glories of their 2017/18 season, Manchester City didn’t appear out of nowhere. Despite his stellar record at other clubs, Guardiola was forced to learn lessons from a transitional first season (2016/17) that many felt was a relative disappointment given the expectations that accompanied his arrival. But learn from that first season he did, and it has been pretty much all upward from there. City won’t always have everything their own way of course, but for the time being they look like a team that has its house well in order – and as a result they look like champions – this season and moving forward. That was a hard thing to say from a Chelsea fan, but credit where it’s due… Read More

Mini management consultancies: marketing’s next hot startups? Barry Dudley writes in The Drum

Much has been made over the past few years of the threat posed to traditional ad and marcomms agencies by the management consultancies. This was especially true when Karmarama, one of the last remaining London indies of any scale, was snapped up not by a WPP or Omnicom, as one might expect, but by consulting giant Accenture in November 2016. The result was perhaps the first ‘cagency’.
However, the expected rash of similar ‘big four’ ad group takeovers never really happened. The reasons for this are complex and we’ve written about them before, so I won’t go into depth on those here. But suffice to say that there are few big entities left to acquire. Accenture’s big rival, Deloitte Digital, acquired no fewer than nine marketing services agencies last year, but the likes of Market Gravity and Acne can hardly be said to be McCann or O&M-size operations, whatever other qualities they may have. And there is undoubted resistance among creative types to being gobbled up by a management consultancy. I don’t think the consultancies’ interest in advertising is over, or that a big move or takeover won’t happen, I just don’t think the world is quite ready just yet, but there is an increasing number of brand owners showing a greater interest in the consultants’ approaches. Instead of going over that old ground, I’d like to put a different spin on things. What if the next generation of hot shops to be circled by the M&A world were not traditional funky London, Amsterdam or Portland startups, but mini management consultancies? It’s not as outlandish an idea as it might first seem. Just recently my Green Square colleagues and I have been working with an impressive disruptor operation called ORCA, and the way in which they work got me thinking about what the hotter than hot, eminently M&A’able startup of the near future might look like. ORCA describes itself not as a marketing services agency… but a “brand growth agency”. It doesn’t fixate on making old-fashioned ads, but instead begins with a set of fundamental and challenging questions around brand and business, operating to five key ORCA principles, all designed to deliver clients growth and help them manage change in a fast-changing world. It specialises in a number of areas, not all of which one would associate with the more old-school advertising agency: identifying growth areas and potential; business planning; brand strategy; “course correction” (helping a brand or client change its direction or strategy, if necessary); branded content, activation and “brand guardianship”; identifying future opportunities; tracking performance and planning/executing responses as necessary. The ORCA founders – Craig Wills (an agency strategy leader and startup entrepreneur) and Simon Pont (a former agency group chief strategy officer and best-selling author) – say they don’t focus on creative output as such, but on “brand growth and competitive advantage” – which sounds like the sort of thing a consultancy would say it does. Wills is singularly direct when he says, “The way brands can and should be built has changed. There are smarter ways of working, thinking that doesn’t follow the tramlines of past convention, and new ways of activating brand strategies with an urgency and impact that is commercially quantifiable and culturally profound.” ORCA takes a very “scientific” approach, using all the technological goodies – AI, predictive mapping, data science – at its disposal. So, in a four-step process, the agency gathers intelligence and analysis on the brand, its customers and the wide landscape; it then uses the intel to identify opportunities (or threats); creates a programme to deliver the opportunity; and monitors its progress, adapting if appropriate. Of course, many of the skills it brings to the table – such as copywriting or design – would be part of any traditional agency’s remit; but others (road-mapping, packaging, trendspotting, cultural change programmes) wouldn’t necessarily be. As Pont candidly challenges: “It’s 2018, meaning clients want an evolved set of agency skillsets – and they want partnership on a different set of terms. As opposed to paying punchy monthly retainers, agency resources are something a client should be able to dial-up and down, based on commercial targets, budget and funding rounds. A true partner business needs to be smart, strategic and simpatico.” Interestingly it can offer both a “consultancy model” (a fixed-term contract) or the more familiar “agency retainer”, with a licensing model for the tools. How this is put together depends on the client, its needs, the task and the budget. It’s a flexible approach that will win you friends in an era of huge disruption. The Orca approach seems to be working as it is experiencing positive traction with new clients operating in a broad range of categories from financial services to B2B, tech to education and global luxury consumer brands. Why is this? I think it’s for a number of reasons. It will use – or seek out – everything (not just creative or strategy but market data, business intelligence, legal requirements) to shape the vision of all the stakeholders – and then put it into action. The big management consultancies have been doing something like this for decades. They attempt to solve problems and manage change or transition. Where they don’t possess the internal skills to manage this, they’ll bring in external contractors or partners. Some forward-thinking agencies do this as well. In some quarters this approach is known as the ‘Hollywood model’. The ‘agency’ acts as a kind of movie producer or director, assembling the right team of talents to bring the project to fruition – it’s the way Hollywood has largely worked since the collapse of the old studio system in the 1960s, when most of the big stars started to sign up for individual projects rather than being tied into long-term projects with a particular studio. Movie makers realised it was much more profitable to draw on a vast pool of freelance talent than rely on a large in-house workshop. And so it is with smaller agencies, especially startups. Marcomms outfits like Orca are morphing into miniature consultancies. They will be more (relatively) profitable than a big shop with fat payrolls and infrastructures, and they can be much more nimble, which, in a fast-moving digital world, clients like. The clients also like the greater transparency offered by the “consultancy” model – they can see who’s being paid how much and for what. But Orca and shops like them also bring something to the table that the big consultancies usually don’t – an understanding of consumer or customer behaviour. There was an interesting piece in the FT recently about the long and largely ignoble history of rebranding and corporate makeovers (Post Office to Consignia, Dunkin’ Donuts to Dunkin’ et al). These expensive makeovers are usually well-intentioned and often done at the urging of consultants; what one ends up with is usually something meaningless, and or long-winded (it actually takes longer to say “WW” than the pre-makeover “Weight Watchers”) and unpopular with the most important of a brand’s stakeholders – its customers. A decent ad shop would look at the strength of a brand, understand the customer’s feelings about it, and act accordingly. Consultancies tend to look at other metrics and stakeholders, such as investors – a rebrand might lead to a short-term stock price hike, but overall, it has little effect; for consumers, the effect is often negative and usually results in much mockery from the media. Earlier this month, researcher Forrester shared its CMO predictions for 2019. One of the interesting things Forrester found was that 2019 “will be the year CMOs prioritise strategies that harness their customers’ energy and then use that collective vivacity to reinvigorate their brand”. The other thing Forrester predicts is that CMOs will be looking at “old school” marcomms – in other words, after years of focussing on tech and data, the way to cut through clutter is to concentrate on brands and their promises and essences again. Customer experience, not piles of data or split-second programmatic ad placement, will be what counts. This is something the very best “old school” agencies do very well, and it’s something consultancies couldn’t. To do it, they are having to learn, or buy in. Buying in (or up) is easier. There was another move in this direction last month (31 October) when PA Consulting acquired Essential Design for an undisclosed sum. PA Consulting describes itself as a “global innovation and transformation consultancy” (with offices in the UK, Europe and the Americas) specialising in strategy, innovation, product design and engineering and manufacturing process improvement. PA’s clients include Virgin Hyperloop One (transport) Skipping Rocks Lab (sustainability) and Monica Healthcare (pregnancy monitoring). As such, Essential is a perfect fit. Based in Boston, USA and formed in 2001, Essential has clients in the consumer (Shure, Altec Lansing, Dell), life science (Robot Futures) and healthcare (Philips) sectors. Its team of researchers, designers and engineers “inform and translate innovation strategy, to create breakthrough physical and digital products”. Essential’s work has won international recognition and received numerous industry awards for excellence in design research, design strategy and design development. As a visit to its website will confirm, Essential does much more than just “design” products. It offers research, strategic consulting, quality and project management, engineering and, of course, industrial and service design. Pretty much a consultancy-style “end-to-end” solution. But with a healthy focus on customer experience and brand promise. How, you might ask, are outfits like Orca and Essential marcomms agencies? The answer at its heart is simple. Advertising and marketing isn’t that complicated – it aims to do two things: solve problems (for the client and end user) and change behaviour. For the end user, this might, for example, manifest itself as providing information or entertainment (or some other ‘reward’) so that they buy Product A, or buy more of Product B; or getting them to recycle more, or stop smoking or eating too much fatty food. For the client, this might mean changing internal or cultural practices so that identified problems can be solved, or that end users can be better engaged. This is essentially what the consulting firms do (if they’re doing things right, of course), but there are crucial bits of the jigsaw missing, which is where the convergence we’ve been exploring comes in. This morphing of startups into consultancies is an interesting development – but it’s just one of many mutations happening right now. Read More

Ad agencies fade from view as Mark Read’s blueprint for WPP takes shape: Tony Walford comments in The Drum

Mark Read promised “decisive action” to revive WPP and his latest intervention – merging 154-year-old ad agency JWT with digital goliath Wunderman – does not disappoint. Not only does it call time on the world’s oldest-standing agency brand, but it signals how advertising agencies, no matter how renowned, will not be the driving force behind Read’s new-era WPP.
Not in their traditional guise, at least. Instead, the recently installed chief executive is betting WPP’s turnaround on a handful of new hybrid agencies that combine creative clout with digital and data dexterity. That was the logic behind his decision to merge 95-year-old advertising stalwart Y&R with VML this autumn, and it’s what he’s now seeking to repeat on a grander scale with the formation of Wunderman Thompson. “A change like this is probably helpful,” says Pivotal analyst Brian Wieser. “Traditional creative agency networks have struggled to provide comprehensively integrated offerings that balance creative ideation and production for brands with digital experiences, and I don’t think JWT has been any exception in this regard.” For JWT, consolidation has been on the cards ever since Read’s first week in the job when he put WPP’s creative agencies on notice over their sluggish sales. “They are the part of our business that is most under pressure as clients shift their budgets away from the traditional towards the new,” Read said in his debut shareholder address in September. “We need to have stronger creative agencies with stronger reputations that do better work and win share.” In practice, that means WPP’s most traditional agencies are no longer being sent in to bat for clients on their own. Teaming them up with a digital player, Read explained, had already proven to be the difference-maker in some of the group’s most important recent pitches. Y&R was named Office Depot’s agency of record account with the help of VML before the two had officially merged, he said. On the challenging Shell review, “JWT was the incumbent and we went back with a slightly different offer going through the Wunderman door”. Even on the Mars media pitch, led and won by Mediacom, “important resources from Wunderman and Possible were a fundamental part of the review,” Read later revealed. Since WPP is already seeing success from cross-selling agency services, there is a logic to formally merging talent and dispensing with the rigid structures that thwart collaboration within holding companies at present. What’s telling, however, is that the digital parties are getting top billing in the subsequently formed entities. Y&R’s amalgamation with VML prompted an exodus of its senior staff as the latter’s took most of the top roles in the VMLY&R hierarchy. And it is not Wunderman, the agency Read ran for almost four years before stepping up at WPP, that is losing its historic moniker. “JWT is a great name, but it’s an old one, one that comes with baggage as well as history,” says Tony Walford, managing partner at mergers and acquisitions advisory Green Square. “If WPP is to reinvent itself as a lean 21st century entity rather than as a 20th century holding group, then it may have to ditch some of the old brand names, no matter how painful that might be. “A more streamlined agency, which combines the data, digital and direct marketing skills of Wunderman with the creative reputation of JWT may appeal to global clients. It also sends out a message internally, that the culture is changing and that the old silo walls are being dismantled.” That message will have been heard loud and clear within WPP’s other august creative networks. “One wonders if WPP’s other great legacy agency, Ogilvy, might be next in line for similar treatment,” Walford posits. Industry insiders, however, tell The Drum a merger of Grey and AKQA is more likely to happen next and could even be announced as early as next month. WPP declined to comment on the speculation. What no one doubts is that WPP needs to change. Read has admitted that the company has grown “too complicated” and “been too slow to adapt” to the changing nature of the marketing business. The analyst Forrester, meanwhile, insisted WPP must “dissolve” its hundreds of agencies brands into just dozens in a bombshell recent report. “[WPP] will either consolidate itself or be forcibly taken over by someone who will,” wrote co-authors Ted Schadler and Jay Pattisall. Merging JWT and Wunderman is a step in the right direction, Pattisall tells The Drum. “There’s a lot more work for them to do but this starts to help CMOs find a more straightforward partner,” he says. “It’s a bold step for Mark and he seems to be not afraid to make these decisions.” But is it bold enough to rescue a WPP juggernaut that saw almost £3bn wiped off its market value after a dismal trading update last month? Pattisall’s view is that Read’s wave of consolidation should not stop at creative agencies. “It becomes radical when they start to integrate media into the proposition,” he says. “There’s a very definitive trend of media and creative coming back together. A radical move for WPP would be to embrace that trend and start to create ways for GroupM to be better integrated into the creative and digital agencies.” We’ll find out more about whether that’s part of Read’s blueprint for WPP in his much-vaunted strategy update on 11 December. Between now and then, he has some crucial decisions to make about what kind of WPP he’ll be presenting to a market baying for an upturn in its fortunes. “What Read and team need to be very careful of is not to throw the baby out with the bathwater,” says Green Square’s Walford. “Simplification is good, data-driven insights and creativity are good, lean is good, but so is history. In the rush to adapt to the new world, one must always keep one eye on history, and what made you great in the first place.” Read More

Green Square advises CEM specialist aura corp on its acquisition by Marque Group

Green Square Associates are delighted to have advised the shareholders of aura corporation on its sale to Marque Group. Based in the UK and Germany, aura is a platform based end-to-end customer experience management agency. Its unique proprietary technology provides clients with customer insights and actions that deliver demonstrably enhanced levels of satisfaction, loyalty and retention.
Since inception, aura has operated client programmes across 34 countries predominantly within the automotive vertical and is widely recognised as a leading specialist CEM platform in the global automotive space. Marque Group is a private equity-backed data and insights group of companies headquartered in Australia. Focusing on providing solutions to the automotive industry, the Marque Group family of companies currently consists of four entities – Smart Loyalty, THREE60 CRM, Vital Software and now aura. It is significantly expanding its global reach, with aura spearheading the Group’s growth across Europe. Gary Martin, CEO, Marque Group commented: “The fit between what aura provides in terms of a strong and proven CEM platform, together with its European base, was obvious from the start and through the due-diligence and post-acquisition integration process it became even more apparent. We have been able to quickly cross-fertilise aura’s technology and ways of working with our other entities to great mutual effect.” Mike Trotman, Founder and MD, aura corporation commented: “Marque Group’s pure automotive solutions focus made it the perfect home for us and our technology. It has quickly enabled us to gain new clients and given us new products to provide to existing clients. The fit could not have been better. Throughout the deal preparation and process the team at Green Square were there to help and steer us around the holes in the road ahead. The professional way they approached each twist and turn helped us understand the implications of the choices we had and enabled us to make the right decision. Patience and persistence in abundance from Green Square ensured we arrived at agreements which made all parties happy and the best deal. They always protected our interests and are a great team to have on your side.” Tony Walford, Partner, Green Square commented: “We have worked with aura corp for a number of years during which time we had the pleasure of helping them position the business to become the highly sought-after entity it became. Working with Mike and the team was just great – Mike is a very genuine individual who it is really easy to work alongside on a transaction and became as much a part of our team as we did of his. We are very excited to have been able to secure such a strong future for the team and the business.”