• by Joe Mandese  @mp_joemandese, December 18, 2023

The shareholders of Ascential plc overwhelmingly voted to approve the sale of its digital commerce business to Omnicom Group for $900 million.

The vote, which was tallied this morning during an Ascential general meeting to approve two resolutions -- the sale of the digital commerce business (principally Flywheel Digital) to Omnicom; and the unrelated sale of its WGSN product design business to a private equity fund -- were both approved by 98.6% of voting shareholders.

Omnicom and Ascential announced the deal on Oct. 30 and said it was expected to close in the first quarter of 2024, subject to Ascential shareholder approval, regulatory approvals, and customary closing conditions.

Late last week, MediaPost reported that Omnicom took the unusual step of obtaining a "buy-side warranty," as well as indemnity insurance protecting it from potential liabilities associated with the deal.

Flywheel Digital has been the subject of both a two-year federal suit (on appeal in the Fourth Circuit Court of Appeals) and a Maryland state theft of trade secrets suit (stayed pending the federal appeal) by Compass Marketing, which alleges Flywheel executives stole the core foundational digital technology and trade secrets, and other charges.