Gloves Come Off In WPP Fight Against Bain's $1.3 Billion Agency Tender Offer

WPP went on record today accusing Japanese agency ADK of having “improperly attempted to terminate its co-operation and business alliance” with the holding company, which includes WPP’s roughly 25% stake in ADK, the third-largest ad agency in Japan.

The WPP statement came in response to a document released earlier in the day by ADK, which essentially reinforced its decision to support a $1.3 billion tender offer for the agency by Bain Capital that kicked off last week.

WPP was the first major shareholder to call out the Bain offer as lowball. But after doing so, the second-largest single shareholder in the agency, Silchester International Investors, also stepped up, calling the bid inadequate and taking the ADK board to task for not doing its due diligence with regard to the Bain offer.



In the ADK missive issued earlier today, the agency’s board acknowledged that Bain is the only company it talked to that submitted a specific proposal to acquire control of the shop, although it claimed to have had discussions with other undisclosed firms.

In its statement issued Wednesday evening, WPP asked whether the ADK Board “ever considered or discussed any alternative bona fide offers or proposals for the company which may be of greater benefit to the stakeholders in the business including its clients and its people or has the only consideration been management’s concern about their own position in the future?”

Yeah, it was a rhetorical question, given that hours earlier the board acknowledged that it had not.

WPP also said in so many words that ADK has blundered with numerous growth opportunities and made a number of “disastrous” acquisitions. Reading between the lines, it’s clear the holding company is suggesting ADK would be a lot happier with the alliance if it hadn’t mismanaged its affairs.

Bain hasn’t had much to say about its offer in the face of mounting opposition by big ADK shareholders. The money people like to hide behind their “oh-we’re-in-a-quiet-period” wall whenever they find it convenient not to talk, so no surprise there.

This battle has a ways to go. My guess is it will go to court, if Bain doesn’t raise its offer by quite a bit.

Guess we’ll see. 

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