Vivendi-Havas merger: Will conflict of interest concerns plague the deal?

Vivendi and Havas to merge

Vivendi’s €2.36bn offer to buy Havas came as little surprise to the industry, but whether the French advertising group can remain an impartial intermediary after it becomes a key asset in the European media giant's arsenal is the question many observers are now asking.

Vivendi made its move to buy Havas yesterday (11 May), submitting an offer to Groupe Bolloré to purchase the 60% stake it owns for €2.36bn.

Already the deal, as one analyst described to The Drum, was “muddy” given the family ties. Vincent Bolloré is chairman and chief executive of Groupe Bolloré and chairman of Vivendi.

He is also the father of Havas Group chief executive Yannick Bolloré.

“It’s dad buying his son’s company," said said Andy Maher, partner at Waypoint Partners and a former corporate controller at Vivendi.

"If you look at the P&L of Vivendi and look at Havas’ results; there’s not a lot to be happy about. Vivendi have always been on this simplification journey; getting rid of loss-making businesses and stuff they’re not good at. Now it owns Canal+ [a TV operator] which is making huge losses, has issues in Italy with regulators [due to the large stakes it has built up in private broadcaster Mediaset and Telecom Italia] and now it has bought Havas, which isn’t setting the world on fire. You wonder is this about the Bolloré family or about Havas and Vivendi trying to make things better?"

In a statement to Havas employees seen by The Drum, Yannick Bolloré was quick reassure that he was coming at the deal first and foremost as the company chief executive.

However, the same assurances will also need to be given to Havas' roster of clients. Chief marketers have been scrutinising their media spend after last year’s ANA report highlighting the practice of media rebates and have remained on high alert about the “murky” media supply chain that was recently called out by Procter & Gamble’s Marc Pritchard.

“If I was a client right now, I’d be on the phone to Havas saying we need to speak. I would be nervous” said Mayher.

It wasn't a point lost on Pivotal Research's senior analyst Brian Wieser, who highlighted that if the core parts of advertising holding companies are to work with content owners as sources of distribution, then they have to be “relatively agnostic as to which media owners they work with in order to satisfy client preferences.”

A potential problem if your parent company is a seller of media.

“Vivendi would need to work exceedingly hard to find ways to increase the work that Havas’ creative and media agency clients (mostly in Europe) already do with the types of media properties that Vivendi owns, and where this occurs, managing against perceptions that Havas clients will be steered towards Vivendi-owned media assets when others may be superior or less expensive will be on ongoing efforts,” Wieser said.

But other industry commentators are less sceptical, believing the lines between paid, owned and earned media have become so blurred in recent years that by extension the differences between a media agency and owner are less clear cut. Hearst buying iCrossing, News Corp acquiring Unruly Media, and Comcast's multiple adtech acquisitions are all examples of media/advertising consolidation that have come and gone with few eyebrows raised around potential conflicts.

Admittedly, Vivendi-Havas would be the largest example of this kind of media and marketing merger, but some argue that models such as the one proposed simply won’t give rise to the same concerns over impartiality that they might have done in years past.

“I think that five years ago, the industry and advertisers would have cried foul and pointed to the obvious conflict of interest of a media owner buying an agency group,” added Tristan Rice, partner at M&A advisory SI Partners.

“Vivendi-Havas will point to a new ability to create media solutions for brands, with media agency and owner acting in collaboration. However, Havas Media will also have to provide transparency to reassure advertisers it is not an ‘in-house’ agency.”

Russ Lidstone – a former Havas Worldwide chief executive who now runs experiential agency WRG – also suggested that the merger has been on the cards for so long that much of the groundwork to avoid possible conflicts will have been done.

Indeed, Havas said there is already an agreement in place to keep Havas’ media buying arm separate from Vivendi’s media unit, while Vivendi was quick to reassure that Havas will still to bid against other ad companies for access to distribution space and content production.

“Discussions regarding the combination will very much be about opportunities to leverage new service lines and capabilities across the combined client base,” Lidstone said.

And ultimately, those same clients wary of conflict are simultaneously looking for more effective ways of reaching people in multiple channels at the same time. In this instance, the combination of entertainment, data, content distribution plus communications capability potentially could give Vivendi-Havas the edge in winning over new business.

Global advertising giants including Nissan, McDonald's and Diageo are just some of those to have prioritised integration and taken action in their quest for a more holistic marketing strategy.

The industry consensus is that this move will undoubtedly give rise to a very differently shaped media and advertising entity which, in addition to making it more competitive to the larger holding companies, may also future-proof it against the encroaching of management consultancies with their a “one-stop-shop” offering to advertisers.

Some observers remarked that Sorrell and the other major advertising group chiefs, namely Omnicom’s John Wren and Publicis Groupe boss Maurice Levy, are not likely to be losing much sleep over the impact the Vivendi-Havas tie-up will have on the market just yet.

Havas is roughly 15% of the size of WPP and has only made 30 acquisitions in the last there years, which pales in comparison to WPP’s 150.

In an email, Sir Martin Sorrell, chief executive of advertising group WPP, told The Drum simply that it was a "new model" for companies going forward, a relatively restrained reply given how vocal he’s been in the past on the subject.

Last year he mused that the potential merger was “a fascinating example” of a new breed of company that would bring “all sorts of potential for conflict of interest”.

If Havas and Vivendi are to fully realise their ambitions to create a “world-class content, media and communications group” then what they need is scale and with pockets suddenly deeper, Havas will likely look to increase its rate of acquisitions.

Wieser said "Vivendi can provide Havas with greater access to capital and other resources. Mid-sized acquisitions become more do-able, and so do larger ones.”

A prospect that may give Sorrell and co. reason to reflect.

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Jennifer Faull

Jen Faull is deputy news editor at The Drum with a remit to cover the latest developments in the retail and FMCG sectors. Based in London, she has interviewed major business figures including top marketers from Mondelez, Unilever, Tesco, and Lidl.

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