Universal Registration Document 2025

Board of directors

7. Risks related to mergers and acquisitions
medium✔
Description of the risk

The Groupe regularly completes mergers and acquisitions to strengthen its expertise, broaden its portfolio of services and technology assets, or increase its geographic footprint. These transactions involve uncertainties and may expose the Groupe to several risks.

Part of the Groupe’s strategy aims at enriching its range of services and technology assets 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 challenging, 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 completed by the Groupe in 2025 is provided in Section 1.4.1 (see also la 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, 2025, for goodwill (for an amount of euro 13,293 million, see Note 7 in Section 6.6 of the consolidated financial statements) and for intangible assets (for an amount of euro 934 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 recognized as such. The assumptions made to estimate the forecasted earnings and cash flows during these revaluations may not be confirmed by subsequent actual results. In addition, operational integration may be more complex than anticipated. The realization of synergies may be partial or deferred. If the Groupe were to record any impairments, the accounting loss could adversely affect the Groupe’s results and financial position.

Risk management

The Groupe has established a structured framework to secure all stages of merger, acquisition, and integration operations.

Prior to 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 relevant operational managers 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 any impairment is required. 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).