01—Abstract
Summary
Summary of the 8-K filed November 26, 2025. Cited figures are marked; the original filing is the authoritative source.
Omnicom Group Inc. filed this Current Report on Form 8-K on November 26, 2025, to provide unaudited pro forma condensed combined financial information for itself and The Interpublic Group of Companies, Inc. (IPG), as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024.
The filing supports Omnicom's exchange offers for IPG's outstanding notes, for up to $2.95 billiona aggregate principal amount of new Omnicom senior notes, which are set to expire at 5:00 p.m. New York City time on November 28, 2025. Omnicom states it has received sufficient tenders and consents to consummate them.
The exchange offers are conditioned on the pending merger, under which each IPG share converts into 0.344 Omnicom shares. The filing states that shareholders of both companies approved the merger on March 18, 2025, that all required regulatory approvals have been secured, and that closing is expected by the close of business on November 26, 2025. On a pro forma basis, combined revenue was $19,096.5 millionb for the nine months ended September 30, 2025, and $26,380.8 million for the year ended December 31, 2024.
Pro forma net income attributed to shareholders was $927.8 millionc and $1,818.8 million for those periods, respectively, and pro forma diluted earnings per share were $2.89 and $5.63. Total estimated consideration is $9,066.6 million, including $8,953.6 million of equity consideration based on 124,355,614 Omnicom shares to be issued at $72.00 per share as of November 19, 2025.
The purchase price allocation is preliminary, and the filing notes the final consideration could differ significantly because it depends on Omnicom's share price at closing. The pro forma figures exclude integration costs, severance, impairments, and expected synergies.
02—Key points
Key Highlights
- Pro forma combined revenue of $19,096.5 million for the nine months ended September 30, 2025, and $26,380.8 million for the year ended December 31, 2024.
- Pro forma net income attributed to shareholders of $927.8 million for the nine months ended September 30, 2025, and $1,818.8 million for the year ended December 31, 2024; diluted EPS of $2.89 and $5.63, respectively.
- Each IPG share converts into 0.344 Omnicom shares; estimated total consideration is $9,066.6 million, including $8,953.6 million in equity based on a $72.00 Omnicom share price as of November 19, 2025.
- Shareholders of both companies approved the merger on March 18, 2025, and the filing states all required regulatory approvals have been secured, with closing expected by the close of business on November 26, 2025.
- Omnicom has received sufficient tenders and consents for the exchange offers of IPG notes for up to $2.95 billion of new Omnicom senior notes, which expire at 5:00 p.m. New York City time on November 28, 2025.
- Preliminary purchase accounting yields pro forma goodwill of $18,271.3 million and intangible assets of $4,594.5 million as of September 30, 2025; the filing says final amounts could differ materially.
- Pro forma combined total assets of $51,687.8 million and long-term debt of $7,628.1 million as of September 30, 2025.
03—Questions
Frequently Asked Questions
What is the purpose of this 8-K filing?
The filing provides unaudited pro forma condensed combined financial information for Omnicom and IPG as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. Omnicom is filing it in connection with the exchange offers and consent solicitations for IPG's outstanding notes, which are conditioned on the merger.
What are the terms of the merger consideration?
Each share of IPG common stock will be converted into the right to receive 0.344 shares of Omnicom common stock, plus cash in lieu of any fractional shares. The filing estimates 124,355,614 Omnicom shares will be issued, with total consideration of $9,066.6 million.
When is the merger expected to close, and what approvals are required?
The filing states that shareholders of both companies approved the merger on March 18, 2025, that regulatory approvals have been secured in all required jurisdictions, and that Omnicom expects to close the merger by the close of business on November 26, 2025. The merger is not subject to a financing condition or to completion of the exchange offers.
What is the status of the exchange offers for IPG notes?
Omnicom commenced exchange offers on August 11, 2025, for up to $2.95 billion aggregate principal amount of new Omnicom senior notes in exchange for IPG notes. The filing states Omnicom has received sufficient tenders and consents to consummate them, and they are currently set to expire at 5:00 p.m. New York City time on November 28, 2025.
Could the final financial figures differ from these pro forma amounts?
Yes. The filing states the purchase price allocation is preliminary and could change materially. The consideration depends on Omnicom's share price at closing, and the filing notes that a 10% increase or decrease in that price would change consideration by approximately $895.4 million. The pro forma statements also exclude integration costs, severance, impairments, and any cost savings or synergies.
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