Publicis Groupe to Acquire Rosetta

Rosetta will operate as an autonomous, stand-alone brand within Publicis Groupe in accordance with the leadership of Rosetta's founder & CEO Chris Kuenne, who will remain at the head of the agency, reporting to Jean-Yves Naouri, Chief Operating Officer of Publicis Groupe. The addition of Rosetta to its other digital businesses - which include Digitas, Razorfish and Publicis Modem - will bring Publicis Groupe's annual revenue derived from digital activity to more than 30%.

Maurice Levy, Chairman & CEO of Publicis Groupe, commented, "The acquisition of Rosetta is a key then and there step in our strategy to become the 'human, all digital agency group.' We built VivaKi with the aim of accelerating the shift of our customers to the future. With Digitas and Razorfish we acquired fantastic talent, know-how and research and successfully integrated them into VivaKi and Publicis Groupe. With Rosetta, we aim to enrich our digital knowledge, our capabilities in research, marketing consulting, and digital strategy, and the creativity we offer to customers and advertisers. This is consistent with our commitment to anticipate and meet their needs in the rapidly-evolving advertising and marketing services landscape. Not only should we best serve our customers and attract new ones, however we should as well accelerate our transformation and grow faster. Rosetta, with its differentiated consulting heritage and integrated approach, adds to the fantastic stable of digital services we offer clients today. Rosetta will broaden the scope and approach of our offerings to our existing and prospective clients during initiating new approaches and bringing new capabilities and research to our portfolio.

"Rosetta's value proposition is unparalleled in that it combines its savoir-faire in consulting and strategic services with its expertise in innovation and creative agency services. When we imagine leveraging Rosetta's strengths with those of the other networks within Publicis Groupe, we see incredible synergies that will enhance our global position in today's transforming marketing space. I am pleased to welcome Chris Kuenne and his team who are very strong leaders and innovators. Chris will join the Strategic Leadership Team of Publicis Groupe."

Focus on consulting services

Launched in 1998 with a focus on consulting services , Rosetta employs more than 1,100 interactive marketing professionals throughout the United States and Canada. It is headquartered in Princeton, with an important presence in New York, Cleveland and California, with offices in San Luis Obispo, Los Angeles and San Jose. In 2010, Rosetta was the second largest independent digital agency in the U.S. according to Advertising Age, with 23.1% year-on-year growth. Rosetta's customers are mainly in the healthcare, financial, retail and research industries, and include Allergan, Blue Cross Blue Shield, Bristol Myers Squibb, Hewlett-Packard, Johnson & Johnson, Marriott, Innovation In Motion, T-Mobile and Valvoline. It was named the #1 Agency to Watch in 2011 by Advertising Age.

Rosetta provides personalized interactive marketing solutions to customers using a unparalleled approach, relying strongly on its strategic consulting expertise, and integrating creative agency capabilities and innovation services. Rosetta's client service teams work closely with C-Suite executives to translate deep consumer insights into personalized interactive programs that are scaled through Rosetta's mastery of enterprise grade e-commerce platforms, content management systems, connected devices and cloud computing. Over the past 6 years Rosetta has grown from an agency of 40 professionals, generating about $10M in annual revenue to a profitable agency which has near 1,100 team members serving customers from 9 offices and with expected earnings of almost $250M in 2011.

Chris Kuenne, CEO & Founder of Rosetta, said, "We recognize that in order to achieve our long term business and geographic growth potential, we need the reach and resources of a global group, and we are particularly proud to be joining one of the most advanced digital communications groups in the world. We have found a culturally compatible, growth-oriented partner in Publicis Groupe. We share highly complementary beliefs focused on empowering good people to do great things and achieving marketing driven change and transformation for customers.

The terms of the agreement

Under the terms of the agreement, just in case to the initial transaction value of $575 million, Rosetta's manager-shareholders can receive a potential deferred payment in 2014 based on the agency's performance in 2011 - 2013. The initial transaction will be absolutely paid in cash at the closing. This acquisition is cons istent with Publicis Groupe's target to increase its revenue derived from digital to 35% over the straightway three years. This transaction occurs as the most recent ZenithOptimedia forecasts (April predict that the internet will overtake newspapers to become the world's second-largest advertising medium in 2013.

Publicis Groupe [listed on the Euronext Paris Exchange - FR0000130577 - and part of the CAC 40 index] is the world's third largest communications group. With activities spanning 104 countries on five continents, Publicis Groupe employs in broad outline 49,000 professionals and offers local and international customers a complete range of advertising services through three global networks: Leo Burnett, Publicis, Saatchi & Saatchi, and numerous agencies including Fallon, 49%-owned Bartle Bogle Hegarty, and Kap lan Thaler Group. VivaKi combines digital and media expertise, allowing customers to connect with consumers in a holistic way, with Star com MediaVest Group and ZenithOptimedia worldwide media networks; and interactive and digital marketi ng led by Digitas and Razorfish networks. VivaKi develops new services, tools, and straightway generation digital platforms. Publicis Groupe offers healthcare communications with Publicis Healthcare Communications Group. And with MSLGROUP, one of the world's top five PR and Events networks, as well provides expertise in corporate and financial communications, public affairs, branding, and social media marketing.