Omnicom Announces Expiration and Final Results of Exchange Offers

NEW YORK, Nov. 28, 2025 /PRNewswire/ -- Omnicom Group Inc. ("Omnicom") (NYSE:OMC) previously announced that its merger with The Interpublic Group of Companies, Inc. ("IPG") closed on November 26, 2025. Upon the closing of the merger, Omnicom or its wholly-owned subsidiaries assumed IPG's outstanding $2.95 billion of senior notes.

In connection with the merger, on August 11, 2025, Omnicom launched an exchange offer and consent solicitation in which it offered to exchange new Omnicom senior notes for IPG's outstanding senior notes. Today, Omnicom announced the final results of the exchange offers and consent solicitations, which expired today at 5:00 p.m., New York City time. In the exchange offer, approximately $2.76 billion, or 93.7%, of IPG's outstanding $2.95 billion aggregate principal amount of senior notes will be exchanged for new notes issued by Omnicom. The remaining approximately $185.0 million, or 6.3%, of IPG's senior notes will remain outstanding as set forth in Appendix A.

Omnicom expects the exchange offers and consent solicitations to settle on December 2, 2025, at which time Omnicom will issue new notes in exchange for the tendered IPG notes and the proposed amendments to IPG's existing indentures approved in the consent solicitations will become operative.

About Omnicom

Omnicom (NYSE: OMC) is the world's leading marketing and sales company, built for intelligent growth in the next era. Powered by Omni, Omnicom's Connected Capabilities unite the company's world-class agency brands, exceptional talent and deep domain expertise across media, commerce, precision marketing, advertising, production, health, public relations, branding and experiential to address clients' critical growth priorities and deliver sustainable growth. For more information, visit www.omc.com.  

FORWARD-LOOKING STATEMENTS

Certain statements in this press release contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of Omnicom's management as well as assumptions made by, and information currently available to, Omnicom's management. Forward-looking statements may be accompanied by words such as "aim," "anticipate," "believe," "plan," "could," "should," "would," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "will," "possible," "potential," "predict," "project" or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of Omnicom's control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

• risks relating to the merger between Omnicom and IPG, including: uncertainties associated with the merger may cause a loss of both companies' management personnel and other key employees, and cause disruptions to both companies' business relationships and a loss of clients; Omnicom and IPG have incurred and are expected to continue to incur significant costs in connection with the merger and integration; Omnicom may not integrate the business and operations of IPG successfully in the expected time frame; the merger may result in a loss of clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all or some of the anticipated benefits of the merger or fail to effectively manage its expanded operations;
• adverse economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise Omnicom's major markets, labor and supply chain issues affecting the distribution of Omnicom's clients' products, or a disruption in the credit markets;
• international, national or local economic conditions that could adversely affect Omnicom or its clients;
• losses on media purchases and production costs incurred on behalf of clients;
• reductions in client spending, a slowdown in client payments or a deterioration or disruption in the credit markets;
• the ability to attract new clients and retain existing clients in the manner anticipated;
• changes in client marketing and communications services requirements;
• failure to manage potential conflicts of interest between or among clients;
• unanticipated changes related to competitive factors in the marketing and communications services industries;
• unanticipated changes to, or the ability to hire and retain key personnel;
• currency exchange rate fluctuations;
• reliance on information technology systems and risks related to cybersecurity incidents;
• effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence technologies and related partnerships in Omnicom's business;
• changes in legislation or governmental regulations affecting Omnicom or its clients;
• risks associated with assumptions Omnicom makes in connection with its acquisitions, critical accounting estimates and legal proceedings;
• Omnicom's international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries;
• risks related to Omnicom's environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of Omnicom's control on such goals and initiatives; and
• other business, financial, operational and legal risks and uncertainties detailed from time to time in Omnicom's Securities and Exchange Commission ("SEC") filings.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect Omnicom's business, including those described in Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Omnicom's Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents filed from time to time with the SEC. Except as required under applicable law, Omnicom does not assume any obligation to update these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Appendix A

As of 5:00 p.m., New York City time, on November 28, 2025, the principal amounts of IPG notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby validly delivered and not validly revoked).

(1) The non-tendered senior notes will remain outstanding obligations of IPG, a wholly-owned subsidiary of Omnicom.

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SOURCE Omnicom Group Inc.