宏盟集团美股招股说明书(2025-01-30版)

JOINT LETTER TO STOCKHOLDERS OF OMNICOM GROUP INC.AND STOCKHOLDERS OF THE INTERPUBLIC GROUP OF COMPANIES, INC. Dear Stockholders: On behalf of the boards of directors of Omnicom Group Inc. (“Omnicom”) and The Interpublic Group ofCompanies, Inc. (“IPG”), we are pleased to enclose this joint proxy statement/prospectus relating to the proposedall-stock acquisition of IPG by Omnicom. We are requesting that you take certain actions as a holder of Omnicomcommon stock (an “Omnicom stockholder”) or a holder of IPG common stock (an “IPG stockholder”), asapplicable. On December 8, 2024, Omnicom, EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“MergerSub”), and IPG entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “mergeragreement”), which provides for the all-stock acquisition of IPG by Omnicom. Upon the terms and subject to theconditions set forth in the merger agreement, Merger Sub will merge with and into IPG (the “merger”), with IPGcontinuing as the surviving corporation in the merger and a wholly owned subsidiary of Omnicom. The combinedcompany will bring together highly complementary assets creating an unmatched portfolio of services and productsto expand client opportunities and drive faster growth. If the merger is completed, IPG stockholders will be entitled to receive, for each issued and outstanding share ofcommon stock, par value $0.10 per share, of IPG (“IPG common stock”) owned by them immediately prior to theeffective time of the merger, 0.344 shares (the “exchange ratio”) of common stock, par value $0.15 per share, ofOmnicom (“Omnicom common stock”), with cash paid in lieu of fractional shares (collectively, the “mergerconsideration”), as further described in the joint proxy statement/prospectus accompanying this notice. Omnicomstockholders will continue to own their existing shares of Omnicom common stock. Upon completion of the merger,we estimate that Omnicom stockholders will own approximately 60.6% of the combined company and IPGstockholders will own approximately 39.4%, on a fully diluted basis. As the exchange ratio is fixed, the marketvalue of the merger consideration will fluctuate with the price of Omnicom common stock, and the differencebetween the market value of the merger consideration and the market value of IPG common stock will fluctuate withthe market prices of Omnicom common stock and IPG common stock. Based on the closing price of Omnicomcommon stock on December 6, 2024, the last trading day before the public announcement of the signing of themerger agreement, the value of the per share merger consideration payable to holders of IPG common stock uponcompletion of the merger was approximately $35.58, which is approximately $6.32 more than the closing price ofIPG common stock on December 6, 2024. Based on the closing price of Omnicom common stock on January 27,2025, the last practicable date before the date of the joint proxy statement/prospectus accompanying this notice, thevalue of the per share merger consideration payable to holders of IPG common stock upon completion of the mergerwas approximately $30.39 per share, which is approximately $1.11 more than the closing price of IPG commonstock on January 27, 2025.We urge Omnicom stockholders and IPG stockholders to obtain current stock pricequotations for Omnicom common stock and IPG common stock. Omnicom common stock is traded on the NewYork Stock Exchange under the symbol “OMC,” and IPG common stock is traded on the New York StockExchange under the symbol “IPG.” Omnicom stockholders as of the close of business on January 27, 2025, the record date, are invited to virtuallyattend a special meeting of Omnicom stockholders (the “Omnicom special meeting”) on March 18, 2025, at 9:00a.m. Eastern Time, via live webcast at www.virtualshareholdermeeting.com/OMC2025SM. At the Omnicom specialmeeting, Omnicom stockholders will be asked to consider and vote upon: (1) a proposal to approve the issuance ofshares of Omnicom common stock, in connection with the merger (the “Omnicom issuance proposal”) and (2) aproposal to approve one or more adjournments of the Omnicom special meeting to a later date or time, if necessaryor appropriate, to permit the solicitation of additional votes or proxies if there are not sufficient votes to approve theOmnicom issuance proposal (the “Omnicom adjournment proposal”). Table of Contents Holders of IPG common stock (the “IPG stockholders”) as of the close of business on January 27, 2025, the recorddate, are invited to virtually attend a special meeting of IPG stockholders (the “IPG special meeting”) on March 18,2025, at 9:00 a.m. Eastern Time, via live webcast at www.virtualshareholdermeeting.com/IPG2025SM. At the IPGspecial meeting, IPG stockholders will be asked to consider and vote upon: (1) a proposal to adopt the mergeragreement (the “IPG merger proposal”), (2) a non-binding advisory proposal to approve certain compensation thatmay be paid or beco