Accenture to Strengthen Digital Marketing and eCommerce Capabilities with Acquisition of Acquity Group
Accenture (NYSE: ACN) and Acquity Group Ltd. (NYSE MKT: AQ) have entered
into a definitive agreement under which Accenture will acquire Acquity
Group, a leading digital marketing and eCommerce company. The
acquisition will further strengthen and expand the broad range of
digital marketing services that Accenture provides to clients.
Accenture has agreed to pay $13.00 per outstanding American Depositary
Share, each of which represents two ordinary shares ($6.50 per ordinary
share), or a total of approximately $316 million, in cash for Acquity
Group. The acquisition is subject to Acquity Group shareholder approval
as well as other customary closing conditions.
Acquity Group provides strategy, digital marketing, and technical
services to hundreds of companies to enhance their brand experiences and
eCommerce performance. The acquisition will broaden Accenture’s own
services in these areas, which the company provides through Accenture
Interactive, its group that offers chief marketing officers (CMOs) and
brand leaders a comprehensive suite of marketing, technology and
analytics solutions to help them improve their marketing performance.
The addition of Acquity Group’s skills and capabilities in eCommerce and
leading digital platforms such as Adobe and hybris, supported by
Accenture’s industry depth and global delivery capability, will help
Accenture Interactive further address the most pressing needs of today’s
CMO in the midst of a digital transformation in marketing.
Acquity Group is the second-largest independent digital marketing
company in the United States. It has grown rapidly in recent years, with
revenues of $141 million for 2012, an increase of 32 percent over 2011.
Once the acquisition is complete, Acquity Group’s more than 600
employees are expected to join Accenture Interactive.
“Chief marketing officers and brand leaders are looking for a new type
of service provider that can blend the creative process with analytics
and enabling technologies to engage consumers and deliver compelling
user experiences across channels,” said Brian Whipple, global managing
director of Accenture Interactive. “The acquisition of Acquity Group
will expand our capabilities in key areas of digital marketing and
eCommerce, complementing our strengths in strategy, analytics, scaled
technology enablement and marketing operations.”
Chris Dalton, CEO of Acquity Group, said, “As one of the pioneers in
eCommerce and digital marketing services, Acquity Group is pleased to be
joining forces with Accenture, one of the largest and most successful
consulting, technology and outsourcing companies in the world. Our
combined expertise will allow us to deliver transformational ebusiness
solutions for our clients at scale and attract the best talent in the
industry.”
Kirkland & Ellis LLP is acting as Accenture’s legal adviser with regard
to the transaction. Goldman Sachs (Asia) L.L.C. is acting as financial
adviser to Acquity Group and Shearman & Sterling LLP is acting as its
legal adviser with regard to the transaction.
About Accenture
Accenture is a global management consulting, technology services and
outsourcing company, with approximately 261,000 people serving clients
in more than 120 countries. Combining unparalleled experience,
comprehensive capabilities across all industries and business functions,
and extensive research on the world’s most successful companies,
Accenture collaborates with clients to help them become high-performance
businesses and governments. The company generated net revenues of
US$27.9 billion for the fiscal year ended Aug. 31, 2012. Its home page
is www.accenture.com.
Accenture Interactive helps the world’s leading brands drive superior
marketing performance across the full multichannel customer experience.
Comprising more than 4,000 Accenture professionals dedicated to serving
the marketing function, Accenture Interactive offers integrated,
industrialized and industry-driven marketing solutions and services
across consulting, technology and outsourcing powered by analytics.
Follow @AccentureSocial or visit Accenture Interactive.
About Acquity Group
Acquity Group is a leading global Brand eCommerce® and digital marketing
company, creating award-winning digital experiences for global brands.
Our multi-disciplinary approach brings together strategy, design, and
technology to create unique brand experiences that build firm customer
relationships. Acquity Group works with leading brands like Adobe,
American Express, General Motors, Grainger, and Tommy Bahama through
offices in North America.
Forward-Looking Statements
Except for the historical information and discussions contained herein,
statements in this news release may constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,”
“anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,”
“estimates,” “positioned,” “outlook” and similar expressions are used to
identify these forward-looking statements. These statements involve a
number of risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied. These
include, without limitation, risks that: Accenture and Acquity Group
will not be able to close the transaction in the time period
anticipated, or at all, which is dependent on the parties’ ability to
satisfy certain closing conditions; the transaction might not achieve
the anticipated benefits for Accenture; Accenture’s and Acquity Group
results of operations could be adversely affected by volatile, negative
or uncertain economic conditions and the effects of these conditions on
Accenture’s and Acquity Group clients’ businesses and levels of business
activity; Accenture’s and Acquity Group businesses depend on generating
and maintaining ongoing, profitable client demand for Accenture’s and
Acquity Group services and solutions, and a significant reduction in
such demand could materially affect Accenture’s or Acquity Group’s
results of operations; if Accenture or Acquity Group is unable to keep
its supply of skills and resources in balance with client demand around
the world and attract and retain professionals with strong leadership
skills, Accenture’s or Acquity Group business, the utilization rate of
Accenture’s or Acquity Group’s professionals and Accenture’s or Acquity
Group’s results of operations may be materially adversely affected; the
markets in which Accenture and Acquity Group compete are highly
competitive, and Accenture and Acquity Group might not be able to
compete effectively; Accenture or Acquity Group could have liability or
Accenture’s or Acquity Group’s reputation could be damaged if Accenture
or Acquity Group fails to protect client and/or company data or
information systems as obligated by law or contract or if Accenture’s or
Acquity Group’s information systems are breached; as a result of
Accenture’s geographically diverse operations and its growth strategy to
continue geographic expansion, Accenture is more susceptible to certain
risks; Accenture’s Global Delivery Network is increasingly concentrated
in India and the Philippines, which may expose it to operational risks;
Accenture’s and Acquity Group’s results of operations could materially
suffer if Accenture and Acquity Group are not able to obtain sufficient
pricing to enable it to meet their profitability expectations; if
Accenture’s pricing estimates do not accurately anticipate the cost,
risk and complexity of Accenture performing its work or third parties
upon whom it relies do not meet their commitments, then Accenture’s
contracts could have delivery inefficiencies and be unprofitable;
Accenture’s work with government clients exposes Accenture to additional
risks inherent in the government contracting environment; Accenture’s
and Acquity Group’s businesses could be materially adversely affected if
Accenture or Acquity Group incurs legal liability in connection with
providing its services and solutions; Accenture’s and Acquity Group’s
results of operations could be materially adversely affected by
fluctuations in foreign currency exchange rates; Accenture’s and Acquity
Group’s results of operations and ability to grow could be materially
negatively affected if Accenture and Acquity Group cannot adapt and
expand its services and solutions in response to ongoing changes in
technology and offerings by new entrants; Accenture’s alliance
relationships may not be successful or may change, which could adversely
affect Accenture’s results of operations; outsourcing services and the
continued expansion of Accenture’s other services and solutions into new
areas subject Accenture to different operational risks than its
consulting and systems integration services; Accenture’s and Acquity
Group’s services or solutions could infringe upon the intellectual
property rights of others or Accenture and Acquity Group might lose its
ability to utilize the intellectual property of others; Accenture and
Acquity Group have only a limited ability to protect their intellectual
property rights, which may be important to Accenture’s or Acquity Group
‘s success; Accenture’s and Acquity Group’s ability to attract and
retain business and employees may depend on their reputations in the
marketplace; Accenture might not be successful at identifying, acquiring
or integrating businesses or entering into joint ventures; Accenture’s
profitability could suffer if its cost-management strategies are
unsuccessful, and Accenture may not be able to improve its profitability
through improvements to cost-management to the degree it has done in the
past; many of Accenture’s contracts include payments that link some of
its fees to the attainment of performance or business targets and/or
require Accenture to meet specific service levels, which could increase
the variability of Accenture’s revenues and impact its margins; changes
in Accenture’s or Acquity Group’s level of taxes, and audits,
investigations and tax proceedings, or changes in Accenture’s treatment
as an Irish company, could have a material adverse effect on Accenture’s
or Acquity Group’s results of operations and financial condition; if
Accenture is unable to manage the organizational challenges associated
with its size, Accenture might be unable to achieve its business
objectives; if Accenture or Acquity Group is unable to collect its
receivables or unbilled services, Accenture’s or Acquity Group’s results
of operations, financial condition and cash flows could be adversely
affected; Accenture’s and Acquity Group’s share price and results of
operations could fluctuate and be difficult to predict; Accenture’s and
Acquity Group’s results of operations and share price could be adversely
affected if it is unable to maintain effective internal controls;
Accenture may be subject to criticism and negative publicity related to
its incorporation in Ireland; as well as the risks, uncertainties and
other factors discussed under the “Risk Factors” heading in Accenture
plc’s most recent annual report on Form 10-K and Acquity Group’s most
recent annual report on Form 20-F and other documents filed with or
furnished to the Securities and Exchange Commission by Accenture and
Acquity Group. Statements in this news release speak only as of the date
they were made, and Accenture and Acquity Group undertake no duty to
update any forward-looking statements made in this news release or to
conform such statements to actual results or changes in Accenture’s or
Acquity Group’s expectations.
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