• by Steve McClellan  @mp_mcclellan, August 15, 2013

Omnicom and Publicis have been slapped with a second shareholder lawsuit in New York State Supreme Court contesting the planned merger of the two companies.

The suit, filed Wednesday, names Regina Gertel Lee and Gregory Lee as plaintiffs as well as “similarly situated” Omnicom shareholders.

The plaintiffs allege that the Omnicom board failed to exercise its fiduciary duty because Omnicom shareholders are receiving less of the value of the merged entity than Publicis shareholders even though Omnicom revenues are substantially higher.

“In a standard takeover between two publicly-traded companies, the acquired company’s shareholders will have their stock bought out at a premium, thereby rewarding them for investing in the company,” the complaint states. “Here, however, because this is a merger and not a takeover, Omnicom shareholders receive no premium, only dilution of the value of their shares.”

The suit also asserts that Omnicom CEO John Wren and other executive officers of Omnicom stand to,  “benefit greatly” from the proposed merger “at the expense of Omnicom shareholders.” Court papers state that Wren would receive $4.5 million in the event of a change of control of Omnicom, which the merger would facilitate. CFO Randy Weisenburger would receive more than $3 million if the company changes hands.

“The [Omnicom] Board’s interests in the merger are not shared by the other Omnicom shareholders,” the plaintiffs claim. “In approving the proposed transaction, the board members have put their own interests above all others, and thereby, breached their fiduciary duties. Only through the exercise of this Court’s powers can Plaintiffs and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.”

In addition to quashing the merger, the Lees asked to be awarded costs, including legal fees related to their suit.

Last week a similar suit was filed in the same court by Omnicom Shareholder Paul Ansfield. At the time an Omnicom rep issued this statement: “Omnicom is aware of the complaint that has been filed in New York state court and we believe very strongly that the claims lack any merit whatsoever.  The filing of lawsuits, like this one, shortly after the announcement of a merger or acquisition -- regardless of the merits of the transaction -- is a common occurrence.”