v3.26.1
Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Business Combinations Business Combinations
On November 26, 2025, we completed the Merger (see Note 1 to the consolidated financial statements). The acquisition combines complementary capabilities and service offerings and is expected to expand client opportunities and support long-term growth.
Purchase Consideration
Pursuant to the Merger Agreement, the 361,498,876 shares of IPG common stock (the “IPG common stock”) (par value $0.10 per share) that were issued and outstanding immediately prior to the Merger were converted into 124,352,188 shares of Omnicom common stock (par value $0.15 per share) and cash in lieu of fractional shares, based on an exchange ratio (the “Exchange Ratio”) of 0.344 shares of Omnicom common stock for each share of IPG common stock. Following the closing of the Merger, legacy Omnicom shareholders owned approximately 60.6% of the combined company, and legacy IPG shareholders owned approximately 39.4%, on a fully diluted basis.
The total consideration paid at closing was $8,893.5 million, consisting primarily of equity consideration of $8,891.2 million, excluding debt assumed in connection with Omnicom's offer to exchange all outstanding notes of certain series issued by IPG. The following table summarizes the purchase consideration:
Fair value of shares issued to IPG shareholders1
$8,891.2
Cash paid for fractional shares
$0.3
Fair value of equity awards2
$2.0
Total Consideration $8,893.5
1) The fair value of shares issued reflects the number of IPG shares outstanding at the Closing Date multiplied by the Exchange Ratio and Omnicom’s closing share price on the Closing Date.
2) Represents the fair value of director awards that were settled as part of the closing consideration through the issuance of shares and assumed stock option awards.
Preliminary Purchase Price Allocation
The following table summarizes the preliminary fair values of the tangible and identifiable assets acquired and liabilities assumed as of the Closing Date:
Cash and Cash equivalents $1,080.6Accounts payable $7,065.4
Accounts receivable 5,753.1Customer advances 715.8
Work in process 2,227.6Short-term debt 42.4
Assets held for sale 266.1Liabilities held for sale106.5
Other current Assets 566.8Other current liabilities1,696.7
Property and equipment 251.6Long-term liabilities 432.7
Operating lease right-of-use assets 598.9Long-term liability - operating leases 876.4
Equity Method Investments 32.1Long-term debt 2,764.9
Intangible assets 4,578.8Deferred tax liabilities, net1,093.6
Other Assets 705.5Non-controlling interests 211.7
Total Assets $16,061.1Redeemable non-controlling interest 8.4
Total Liabilities and Non-controlling interest $15,014.5
Fair value of net assets acquired$1,046.6
Goodwill 7,846.9
Total Consideration $8,893.5
The purchase accounting process has not been completed as of June 30, 2026, including the finalization of the purchase price allocation. The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets. The preliminary fair values of identifiable assets as of June 30, 2026 include Trade Names of $792.0 million, Customer Relationships of $3,616.0 million, and Technology and Other of $170.9 million. During the six months ended June 30, 2026, the adjustments to goodwill related primarily to the updates of the fair value of acquired software and deferred taxes. The purchase price allocation may be adjusted during the measurement period, which will not exceed one year from the Closing Date.
Integration and Acquisition-Related Costs
During the three and six months ended June 30, 2026, the Company incurred approximately $40.1 million and $99.5 million, respectively, of integration and acquisition related costs associated primarily with the acquisition of IPG. During the three and six months ended June 30, 2025, the Company incurred approximately $66.0 million and $99.8 million, respectively, of acquisition related costs associated primarily with the acquisition of IPG. These costs consist mainly of third-party professional fees and were recorded within selling, general and administrative expenses in the consolidated statements of income. The Company may incur additional integration and acquisition-related costs in the future related to the acquisition of IPG.