May 17, 2011 6:31 PM

Wachtell, Cravath, and Proskauer on Digital Marketing Buy

Posted by Tom Huddleston Jr.

Paris-based Publicis Groupe, the world's third-largest advertising group, agreed to buy Rosetta Marketing Group to expand its digital and interactive services.

The agreement, announced Tuesday, calls for Publicis to pay an initial price of $575 million in cash for the Hamilton, N.J., marketing group. Rosetta's manager-shareholders can receive an additional fee in 2014 based on the agency's performance in 2011-2013. The transaction is expected to close no later than the third quarter.

Publicis retained a Wachtell, Lipton, Rosen & Katz team led by New York corporate partner Mark Gordon. He is joined on the deal by corporate of counsel Elliott Stein, tax partner Deborah Paul, benefits partner Adam Shapiro, and antitrust partner Ilene Knable Gotts. Isabelle Simon is senior vice president in charge of M&A and legal affairs at Publicis.

Wachtell also advised Publicis in 2009 when the company paid Microsoft Corp. $530 million for Razorfish and in 2007, when it acquired Digitas, Inc. for $1.3 billion. 

Publicis said in its announcement Tuesday that it plans to increase digital services sales from 28 percent of total revenue in 2010 to 35 percent over the next three years. Rosetta has 1,100 employees and estimates 2011 revenue of almost $250 million. 

Rosetta turned to Cravath, Swaine & Moore, which is led by its M&A practice leader, Richard Hall, along with corporate partner Andrew Thompson. Partners Michael Schler and Eric Hilfers are also advising on tax and compensation and benefits matters.

Proskauer Rose is also representing Rosetta on the matter, led by tax partner Alan Parnes, compensation and benefits partner Michael Album, and corporate partner Michael Callahan. 

Once the deal is completed, Rosetta will become a stand-alone brand for Publicis, with Rosetta's founder and chief executive Chris Kuenne staying on to head the agency. Kuenne will also join the strategic leadership team, according to the Publicis announcement.

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