Accenture (NYSE: ACN) and Acquity Group Ltd. (NYSE MKT: AQ) have
entered into a definitive agreement under which Accenture will
acquire Acquity Group, a leading digital marketing and eCommerce
company. The acquisition will further strengthen and expand the
broad range of digital marketing services that Accenture provides
to clients.
Accenture has agreed to pay $13.00 per outstanding American
Depositary Share, each of which represents two ordinary shares
($6.50 per ordinary share), or a total of approximately $316
million, in cash for Acquity Group. The acquisition is subject to
Acquity Group shareholder approval as well as other customary
closing conditions.
Acquity Group provides strategy, digital marketing, and
technical services to hundreds of companies to enhance their brand
experiences and eCommerce performance. The acquisition will broaden
Accenture’s own services in these areas, which the company provides
through Accenture Interactive, its group that offers chief
marketing officers (CMOs) and brand leaders a comprehensive suite
of marketing, technology and analytics solutions to help them
improve their marketing performance.
The addition of Acquity Group’s skills and capabilities in
eCommerce and leading digital platforms such as Adobe and hybris,
supported by Accenture’s industry depth and global delivery
capability, will help Accenture Interactive further address the
most pressing needs of today’s CMO in the midst of a digital
transformation in marketing.
Acquity Group is the second-largest independent digital
marketing company in the United States. It has grown rapidly in
recent years, with revenues of $141 million for 2012, an increase
of 32 percent over 2011. Once the acquisition is complete,
Acquity Group’s more than 600 employees are expected to join
Accenture Interactive.
“Chief marketing officers and brand leaders are looking for a
new type of service provider that can blend the creative process
with analytics and enabling technologies to engage consumers and
deliver compelling user experiences across channels,” said Brian
Whipple, global managing director of Accenture Interactive. “The
acquisition of Acquity Group will expand our capabilities in key
areas of digital marketing and eCommerce, complementing our
strengths in strategy, analytics, scaled technology enablement and
marketing operations.”
Chris Dalton, CEO of Acquity Group, said, “As one of the
pioneers in eCommerce and digital marketing services, Acquity Group
is pleased to be joining forces with Accenture, one of the largest
and most successful consulting, technology and outsourcing
companies in the world. Our combined expertise will allow us to
deliver transformational ebusiness solutions for our clients at
scale and attract the best talent in the industry.”
Kirkland & Ellis LLP is acting as Accenture’s legal adviser
with regard to the transaction. Goldman Sachs (Asia) L.L.C. is
acting as financial adviser to Acquity Group and Shearman &
Sterling LLP is acting as its legal adviser with regard to the
transaction.
About Accenture
Accenture is a global management consulting, technology services
and outsourcing company, with approximately 261,000 people serving
clients in more than 120 countries. Combining unparalleled
experience, comprehensive capabilities across all industries and
business functions, and extensive research on the world’s most
successful companies, Accenture collaborates with clients to help
them become high-performance businesses and governments. The
company generated net revenues of US$27.9 billion for the fiscal
year ended Aug. 31, 2012. Its home page is www.accenture.com.
Accenture Interactive helps the world’s leading brands drive
superior marketing performance across the full multichannel
customer experience. Comprising more than 4,000 Accenture
professionals dedicated to serving the marketing function,
Accenture Interactive offers integrated, industrialized and
industry-driven marketing solutions and services across consulting,
technology and outsourcing powered by analytics. Follow
@AccentureSocial or visit Accenture Interactive.
About Acquity Group
Acquity Group is a leading global Brand eCommerce® and digital
marketing company, creating award-winning digital experiences for
global brands. Our multi-disciplinary approach brings together
strategy, design, and technology to create unique brand experiences
that build firm customer relationships. Acquity Group works with
leading brands like Adobe, American Express, General Motors,
Grainger, and Tommy Bahama through offices in North America.
Forward-Looking
Statements
Except for the historical information and discussions contained
herein, statements in this news release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may,”
“will,” “should,” “likely,” “anticipates,” “expects,” “intends,”
“plans,” “projects,” “believes,” “estimates,” “positioned,”
“outlook” and similar expressions are used to identify these
forward-looking statements. These statements involve a number of
risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied. These
include, without limitation, risks that: Accenture and Acquity
Group will not be able to close the transaction in the time period
anticipated, or at all, which is dependent on the parties’ ability
to satisfy certain closing conditions; the transaction might not
achieve the anticipated benefits for Accenture; Accenture’s and
Acquity Group results of operations could be adversely affected by
volatile, negative or uncertain economic conditions and the effects
of these conditions on Accenture’s and Acquity Group clients’
businesses and levels of business activity; Accenture’s and Acquity
Group businesses depend on generating and maintaining ongoing,
profitable client demand for Accenture’s and Acquity Group services
and solutions, and a significant reduction in such demand could
materially affect Accenture’s or Acquity Group’s results of
operations; if Accenture or Acquity Group is unable to keep its
supply of skills and resources in balance with client demand around
the world and attract and retain professionals with strong
leadership skills, Accenture’s or Acquity Group business, the
utilization rate of Accenture’s or Acquity Group’s professionals
and Accenture’s or Acquity Group’s results of operations may be
materially adversely affected; the markets in which Accenture and
Acquity Group compete are highly competitive, and Accenture and
Acquity Group might not be able to compete effectively; Accenture
or Acquity Group could have liability or Accenture’s or Acquity
Group’s reputation could be damaged if Accenture or Acquity Group
fails to protect client and/or company data or information systems
as obligated by law or contract or if Accenture’s or Acquity
Group’s information systems are breached; as a result of
Accenture’s geographically diverse operations and its growth
strategy to continue geographic expansion, Accenture is more
susceptible to certain risks; Accenture’s Global Delivery Network
is increasingly concentrated in India and the Philippines, which
may expose it to operational risks; Accenture’s and Acquity Group’s
results of operations could materially suffer if Accenture and
Acquity Group are not able to obtain sufficient pricing to enable
it to meet their profitability expectations; if Accenture’s pricing
estimates do not accurately anticipate the cost, risk and
complexity of Accenture performing its work or third parties upon
whom it relies do not meet their commitments, then Accenture’s
contracts could have delivery inefficiencies and be unprofitable;
Accenture’s work with government clients exposes Accenture to
additional risks inherent in the government contracting
environment; Accenture’s and Acquity Group’s businesses could be
materially adversely affected if Accenture or Acquity Group incurs
legal liability in connection with providing its services and
solutions; Accenture’s and Acquity Group’s results of operations
could be materially adversely affected by fluctuations in foreign
currency exchange rates; Accenture’s and Acquity Group’s results of
operations and ability to grow could be materially negatively
affected if Accenture and Acquity Group cannot adapt and expand its
services and solutions in response to ongoing changes in technology
and offerings by new entrants; Accenture’s alliance relationships
may not be successful or may change, which could adversely affect
Accenture’s results of operations; outsourcing services and the
continued expansion of Accenture’s other services and solutions
into new areas subject Accenture to different operational risks
than its consulting and systems integration services; Accenture’s
and Acquity Group’s services or solutions could infringe upon the
intellectual property rights of others or Accenture and Acquity
Group might lose its ability to utilize the intellectual property
of others; Accenture and Acquity Group have only a limited ability
to protect their intellectual property rights, which may be
important to Accenture’s or Acquity Group ‘s success; Accenture’s
and Acquity Group’s ability to attract and retain business and
employees may depend on their reputations in the marketplace;
Accenture might not be successful at identifying, acquiring or
integrating businesses or entering into joint ventures; Accenture’s
profitability could suffer if its cost-management strategies are
unsuccessful, and Accenture may not be able to improve its
profitability through improvements to cost-management to the degree
it has done in the past; many of Accenture’s contracts include
payments that link some of its fees to the attainment of
performance or business targets and/or require Accenture to meet
specific service levels, which could increase the variability of
Accenture’s revenues and impact its margins; changes in Accenture’s
or Acquity Group’s level of taxes, and audits, investigations and
tax proceedings, or changes in Accenture’s treatment as an Irish
company, could have a material adverse effect on Accenture’s or
Acquity Group’s results of operations and financial condition; if
Accenture is unable to manage the organizational challenges
associated with its size, Accenture might be unable to achieve its
business objectives; if Accenture or Acquity Group is unable to
collect its receivables or unbilled services, Accenture’s or
Acquity Group’s results of operations, financial condition and cash
flows could be adversely affected; Accenture’s and Acquity Group’s
share price and results of operations could fluctuate and be
difficult to predict; Accenture’s and Acquity Group’s results of
operations and share price could be adversely affected if it is
unable to maintain effective internal controls; Accenture may be
subject to criticism and negative publicity related to its
incorporation in Ireland; as well as the risks, uncertainties and
other factors discussed under the “Risk Factors” heading in
Accenture plc’s most recent annual report on Form 10-K and Acquity
Group’s most recent annual report on Form 20-F and other documents
filed with or furnished to the Securities and Exchange Commission
by Accenture and Acquity Group. Statements in this news release
speak only as of the date they were made, and Accenture and Acquity
Group undertake no duty to update any forward-looking statements
made in this news release or to conform such statements to actual
results or changes in Accenture’s or Acquity Group’s
expectations.
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