7. Risks related to mergers and acquisitions
Description of the risk
The Groupe’s development strategy through acquisitions and minority investments may create risks.
Part of the Groupe’s strategy aims at enriching its range of services around advertising, communication, consulting, data, AI, digital transformation and commerce and at developing its operations in high-growth markets. In this context, the identification of acquisition targets may prove tricky and the assessment of the risks associated with an acquisition or equity investment may be incorrect. Sellers may also at times fail to disclose certain risks. The changing and unpredictable regulatory frameworks of certain countries and certain local practices constitute another area of acquisition-related risks. In addition, acquisitions may be concluded on terms that are less favorable than anticipated, and/or the newly acquired companies may either fail to be successfully integrated into Publicis’ existing operations or fail to generate the synergies or other benefits that were expected. Such events could have adverse effects on the Groupe.
A description of the main acquisitions made by the Groupe in 2024 is provided in Section 1.4.1. (see also Note 3 to the consolidated financial statements (Section 6.6) on “Changes to consolidation scope”).
Goodwill and intangible assets (trademarks, client relationships) recorded on the Groupe’s balance sheet for acquired companies may be subject to impairment.
Large sums have been recognized on the Groupe’s balance sheet at December 31, 2024 for goodwill (for an amount of euro 13,843 million, see Note 7 in Section 6.6 of the consolidated financial statements) and for intangible assets (for an amount of euro 1,069 million, see Note 13 in Section 6.6 of the consolidated financial statements). Given the nature of its business, the Groupe’s most important assets are, generally, intangible, and are recorded as such. The assumptions made to estimate the forecasted earnings and cash flows during these revaluations may not be confirmed by subsequent actual results. If the Groupe were to record any impairments, the accounting loss could adversely affect the Groupe’s results and financial position.
Risk management
Before any proposed acquisition, the Groupe carries out due diligence addressing different dimensions (financial, legal, tax, human resources, technology, compliance and ethics, etc.). The M&A teams rely on external advisors for certain due diligence.
Acquisitions are then the subject of an integration plan prepared with the operational managers concerned and drawing on the expertise of the shared service centers.
Each year, the Groupe carries out an assessment of goodwill and intangible assets to determine whether they should be impaired. Analysis of goodwill and intangible assets recorded on the Groupe’s balance sheet is detailed in Notes 12 and 13 to the consolidated financial statements (Section 6.6).