The agency M&A market is changing as the big ad groups have been "distracted" by internal restructuring and new acquirers are emerging.
That’s according to Marcus Anselm, partner at M&A advisory firm Clarity, who said some independent agencies now believe it could be more "progressive" to sell to a new entrant such as a management consulting firm rather than a legacy agency holding company.
"Lots of shareholders quite like the idea of not selling to a holding company," Anselm said.
"I think they’d say, 'They don’t get what we do. They’re not the future of marketing. They feel it’s more progressive to sell to a consultancy firm than to a big holding company."
Clarity and US firm JEGI jointly publish an annual report into M&A trends in marketing services, which shows big groups such as Dentsu and WPP bought fewer agencies while consulting giant Accenture led the way as a new entrant which ramped up its acquisitions in 2017.
Anselm, whose firm advised on the sale of three agencies, The Monkeys, Maud and Brand Learning, to Accenture last year, said he has seen a wave of new acquirers emerge at a time when the big holding companies have seen their sales slow and their share prices tumble.
"They’ve been distracted by a lot of reorganisation internally," Anselm said, referring to how groups such as WPP, Omnicom, Publicis Groupe and Havas have each been merging their agencies to improve collaboration and cut costs.
"A lot of their M&A people have been very busy internally. Meanwhile, all these [newer] groups have been showing up and buying things. It’s given these guys a march [on the holding companies]."
Almost half (48%) of acquirers came from outside traditional marketing services groups in 2017, up from 41% a year earlier, according to the JEGI-Clarity report.
In the latest sign of change, Deloitte Digital bought Brandfirst in Belgium and CapGemini acquired Liquid Hub in the US this week.
Clarity remains close to many of the big ad groups, having sold Adam & Eve to Omnicom and Walker Media, now known as Blue 449, to Publicis Groupe, and Anselm expects them to continue acquiring.
However, Anselm said there is now a wider mix of potential acquirers including management consultants, IT firms, a new breed of mini-holding companies and private equity investors, plus a significant number of Asian players.
He said some of these new buyers have different expectations about how to structure M&A deals with more emphasis on collaboration and capabilities, rather than just driving profits.
"Generally, there is more liquidity upfront," he said, explaining how the initial payment can be higher as a percentage of the value of the overall deal.
"Earn-out structures aren’t just a matrix of 10% revenue growth and profit margins of 25%," he added.
"Now a lot of deals have KPIs like how many people stay on [after the deal completes] and number of client wins.
"The acquirer wants you to share clients and share know-how from day one and have an earn-out structure that incentivises that [rather than just profits]."
He said M&A firms are seeing an increased in "inbound activity" from would-be buyers that have specific targets and a focus on certain capabilities.
Some of these buyers "would like to buy the assets off-market without a process", he said.
Specialist digital agencies in areas such as programmatic and data and marketing tech firms were among the most sought-after, according to the Jegi-Clarity report.
Dentsu was the top acquirer, making 22 deals last year but that was more than a third lower than 37 in 2016, and WPP bought 21 agencies, down from 34 the year before.
Accenture leapt into the third place by making 12 acquisitions compared to only seven in 2016.
The total number of M&A deals in marketing services globally fell about 7% to 1,001 from 1,077 a year earlier.
The JEGI-Clarity Global Marketing Industry M&A Report 2017 is available here.