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Carat

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Carat is now the #3 media network worldwide, with global billings in 2018 of $15bn, according to COMvergence. It is the biggest brand within what was until recently the independent marketing services group Aegis. Unlike all of its major competitors, Carat had until recently no direct connection to a traditional creative advertising network, giving it a virtually unique position as the world's biggest "media independent" agency. During 2012, however, the entire business was acquired by Japanese giant Dentsu. Earlier the same year, the network scored the biggest account win in its history with the consolidation of the global General Motors account, which it already held in Europe. A series of subsequent wins allowed Carat to move up into 5th place overall among global media networks in 2013. Carat is partnered within what is now called Dentsu Aegis Network by digital arm Isobar and secondary media network Vizeum as well as other marketing businesses.

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Brands & Activities

Carat is the main media brand within what is now Dentsu Aegis Network. Despite fierce competition from media networks owned by WPP, Omnicom and Publicis, even as an independent it had managed to establish a strong worldwide presence. Until its purchase by Dentsu it was the only global media specialist with no ownership connection to a creative network. It was named as Campaign's Media Network of the Year in 2006 and 2007, and again in 2010 and 2012.

Carat's strong worldwide presence made parent Aegis a prime target for takeover from 2005 onwards. The most likely bidder for several years was Vincent Bolloré, who had by then become the largest shareholder within both Aegis and rival marketing group Havas, whose own media network lacked Carat's global footprint. However, in the end the prize was taken by Dentsu, which agreed terms to acquire Aegis in 2012. Completion finally took place in Spring 2013.

The network now claims to cover over 130 offices in 70 countries. Advertising Age estimated global revenues for Carat of $1.3bn in 2017. Carat's traditional heartland has long been Europe, where it generates around half of its billings, and especially the two main markets of the UK and France. However the latter came under severe pressure during 2004 and 2005, following the defection of former Carat Europe heads Eryck Rebbouh and Bruno Kemoun to launch start-up KR Media, supported by a significant number of Carat clients and backing from WPP. Carat is now joint leader in the French market, neck-and-neck with Havas Media. In 2011, the group acquired the biggest independent media agency in the Netherlands, Kobalt.

In the UK, Carat slipped back to the local #3 agency in 2013 (it had been #2 since 2011), and has remained in that position more or less ever since. Billings were estimated by Nielsen (in Campaign) at £753m for 2017. Key clients that year included Microsoft, Asda, British Gas and the UK Government. (The latter account was won from WPP's M4C unit in 2014). Since 2011, billings have included the contribution from two regional agencies which had previously operated as standalone units. Towards the beginning of that year Aegis acquired a controlling stake in the British regional agency previously known as MediaVest Manchester. This had served as an affiliate of rival network Starcom MediaVest, through a minority holding. Aegis acquired 75% of the agency, which adopted the new name of Carat Manchester. The group also folded in Scotland's Feather Brooksbank. Carat had owned that agency since 1999, but it too operated independently. It relaunched at the end of the year as Carat Edinburgh. The group acquired its remaining Scottish affiliate Media Vision in 2013 to create Carat Scotland.

Carat's overall presence in North America has been greatly strengthened since the 1990s, not least with the capture of General Motors local media. AdAge estimated US revenues of $172m in 2017 (13% of the global total). It has seven offices spread across the US and two in Canada. It's somewhat weaker in Latin America, ranked #7 overall.

Carat has also strengthened its position in the Asia Pacific region with acquisitions including a minority stake in Japanese media buyer Chusen Media. In 2010, the group agreed a deal to acquire Australia's biggest media buyer, family controlled Mitchell & Partners, for around $325m. That deal catapulted Carat into the lead position in Australia, with billings of well over A$1bn. Overall it sits in the #6 spot across the Asia Pacific region.

Like all the major networks, Carat has gradually expanded its range of services to include a variety of sponsorship, analytics and content creation offerings. Much of the network's buying is routed through separate unit Amplifi which manages investment for other Dentsu Aegis Network brands as well.

The Carat brand also serves as direct parent to various specialist units, including those specializing in qualitative research (usually as Carat Insight), business to business, multicultural media, sponsorship and so on. Other specialist units include US-based Carat Trade, which barters goods and services on behalf of client advertisers in exchange for media space; and Carat Affiliates, a planning and buying unit which works with smaller US creative agencies.

In 2004, Aegis restructured its digital media offering, spinning off part of what was previously known as Carat Interactive in several territories into a separate network, which now operates globally under the Isobar banner. Carat continues to work closely with Isobar.

In 2004 the group agreed to acquire US sports marketing and sponsorship agency Velocity Sports & Entertainment, and this was combined in 2010 with experiential marketing unit Vivid Marketing to form integrated unit Team Epic. A new creative strategy and branded content unit was launched in the UK in the UK under the name Space.

In 2012, the group relaunched its London-based B2B media agency Just Media, specialising in technology and finance clients, as a global network under the name Carat Enterprise. That brand now covers 70 markets worldwide, with hubs in San Francisco, London and Singapore.

Background

Carat effectively invented the concept of the independent media shop towards the end of the 1960s. Inspired by the example set by their uncle Marcel Bleustein-Blanchet, the founder of Publicis, brothers Gilbert and Francois Gross set up advertising sales company SGGMD (or Société Générale de Gestion de Marketing & de Développement) in 1969. Acting as brokers, the Gross brothers began purchasing large quantities of airtime from French radio stations at discounted rates, and then sold it on piecemeal to advertisers, passing on some of the standard discount to clients and keeping the rest for themselves. This middle man concept was not new in France. It was already commonplace for a sales house to act as the intermediary between an advertiser and their chosen medium. However the other companies operating in this area were either aligned to a creative agency (as in the case of Media et Regies, a division of uncle Marcel's Publicis) or to an established mediaowner (as was the case then with Havas). As free agents, the Gross brothers were perceived as little better than pirates, and their aggressive bulk-buying tactics caused an immediate rift with their uncle.

Established creative agencies shunned SGGMD because it was undercutting their profit margins, while many large advertisers feared that the upstart business would leak their marketing plans to competitors. However television and radio companies were more than happy to hand over their airtime, and gradually the Gross brothers took control of more and more of the market. A key breakthrough came when two major advertisers, Carrefour and Danone, consolidated all their media buying with SGGMD in the early 1970s. Later that decade, SGGMD finally agreed a cooperation agreement with the advertising arm of Havas, later to become Euro RSCG, and this truce established SGGMD as a bona fide media operation.

By the 1980s, it was increasingly apparent that the so-called "media independent" concept would work in other countries as well. The UK proved especially receptive. Chris Ingram's CIA was perhaps the most successful of the true independents, and the sector received a substantial boost when even Saatchi & Saatchi followed the trend with the creation of Zenith (although that company was actually an example of what became known as a "media dependent", because of its links to the Saatchi and Bates networks). In 1988, the Gross brothers sold a 50% share of their company to fast-expanding British advertising group WCRS (now Engine). Renowned as a superb dealmaker, Gilbert Gross negotiated a handsome price of $120m for the brothers' shares. (Also a world-class cardplayer, he won the World Poker Championships later the same year). SGGMD changed its name to the more pronounceable Carat (also an acronym, for Centrale d'Achat Radio Affichage et Television), and quickly expanded its operations around Europe over the next few years.

Eventually, however, WCRS found that its advertising and media interests were increasingly in conflict with each other. In 1989, WCRS chairman Peter Scott engineered a separation of the group's advertising and media-buying operations. He sold the core WCRS advertising agency to Havas, and then acquired the remaining 50% of Carat Holdings in France, as well as the pioneering British media independent The Media Department, which became the UK arm of the business under the name TMD Carat. The resulting group repositioned itself as a media-only business under the new name Aegis, with Gilbert and Francois Gross as its biggest shareholders. Competing accounts from within the combined portfolio in the UK were spun off into a second media house, BBJ Media Services, later to become Vizeum UK.

Yet Peter Scott's plans didn't work out quite as expected. The recession which hit the industry in 1990 decimated profits. At the same time, Francois Gross, who had led the group's international expansion, died unexpectedly, and France's new Loi Sapin enforced tight new regulation of the media-brokering business. In 1992, Gilbert Gross engineered a restructuring of the business which led to the resignation of both Scott and his London-based chief executive David Reich. Control of Carat, and therefore Aegis, shifted briefly to France under Gross's protégé Charles Hochman. Yet as the company's losses continued to mount in 1992 and 1993, Aegis's British and American shareholders forced out the French management team, and in 1993, the company's HQ was re-established in London. Former Guinness executive Crispin Davis was appointed as CEO.

With its financial stability restored, Carat firmly established itself as a dominant force in the European media sector, adding offices throughout the region. But its presence elsewhere was weak if not non-existent. In 1997, Aegis began to address this with the acquisition of two US businesses, ICG Media and planning company Media Market Assessment. The following year the group took a stake in Canadian media independent Stratagem. ICG and Stratagem were both subsequently rebranded as Carat.

In early 1999 Aegis chief executive Crispin Davis promised to use a $150m acquisition war-chest to make Carat the number one media agency in the US by 2004. Unfortunately, a few months later he jumped ship to publisher Reed Elsevier before he could make good his promise and was replaced by Doug Flynn, former CEO of News International. The agency continued to expand its international presence, establishing the Carat Fax joint venture in then-booming Argentina in 1999. (The group bought the 49% stake it didn't own in 2000). It also strengthened its position in Asia with a 50% share in Chinese agency Sila, as well as joint ventures in Taiwan, India and Singapore. In 2000 the group took a 75% stake in Japanese media specialist Strategic Planners International (SPI), and 100% of Asia Market Intelligence, that region's foremost research company.

Meanwhile, in the UK, Carat beefed up its offering by buying Scottish media agency Feather Brooksbank in 1999, for around £7.5m. The network's under-performing Carat Manchester office was folded into Feather Brooksbank as part of the deal. At the same time, the group took its first steps into market research, acquiring US company Market Facts, which was to be the first of a series of acquisitions in that sector. In the summer of 2001, a bidding battle broke out between WPP and Havas advertising for Carat's media independent rival Tempus. The contest raised the likelihood of Carat also being acquired. Many observers initially suggested that WPP's hostile bid for Tempus was actually designed as the precursor to a bid for Carat instead. Carat managers also publicly commented that they would welcome a bid from WPP. However the opportunity for Carat appeared to have lapsed when WPP's bid for Tempus was accepted.

In 2002 Aegis was ordered to pay almost $7m in damages to US media independent IMS by a New York court. The agency began negotiations to acquire IMS in 1999, but the deal later fell through. Carat later poached IMS's biggest client, New Line Cinema. IMS alleged that Carat used confidential information revealed during the merger talks to undercut the smaller agency's commission rates. Aegis finally agreed to acquire IMS in 2003. Later that year, Eryck Rebbouh and Bruno Kemoun resigned unexpectedly as joint CEOs of Carat Europe, and launched a rival start-up KR Media, with backing from WPP. That launch triggered the departure of several other senior staff, as well as a string of important accounts, including LVMH, Ferrero, Aviva, Bouygues and Universal Pictures. Aegis attempted to block the flow with an injunction to prevent the start-up poaching clients, but it was dismissed by a French court.

Robert Lerwill was appointed as CEO of Aegis at the beginning of 2005, replacing Doug Flynn. Mainardo de Nardis was poached from Mediaedge:CIA later that year to become global CEO of Aegis Media, supervising all the group's media services operations, but wasn't able to take up that role until summer 2006 as a result of contractual obligations. In the mean time, in August 2005, Vincent Bolloré, who had seized control of advertising and media group Havas earlier in the year, confirmed that he had also accumulated a 6% shareholding in Aegis, leading to widespread speculation that he was considering a merger of the two groups. A few weeks later, Publicis complicated any such plans by making its own informal approach to Aegis. As a result, Bolloré increased his own stake in Aegis, becoming its biggest shareholder, and effectively forcing Publicis to withdraw. At this point WPP also announced its interest in Aegis's Synovate division, and teamed up with private equity investor Hellmann & Friedman to draw up a joint bid. Now already heavily committed to Aegis, Bolloré continued to build his stake, accumulating around 25% by the end of November. As a result, WPP also pulled out of the bidding, leaving Bolloré in the clear.

In 2006, the group was informed of a possible fraud against its German subsidiary. Several executives including Alexander Rusicka, the CEO of Aegis Central Europe region, were dismissed, though formal charges have not yet been made. The fraud involves a network of dummy companies controlled by the various executives under suspicion, which appear to have been used as a cover to sell back to Aegis advertising space which had been supplied free of charge by mediaowners under barter contracts. As much as €38m is thought to have been embezzled from Aegis over a period of several years. Rusicka's trial began in Germany at the end of 2008. He was found guilty of fraud and received a preliminary jail sentence of more than eleven years. In a separate legal dispute, former client Danone sued Carat Germany for not passing on the full value of media discounts it had negotiated on the dairy and water group's behalf between 2003 and 2005. That row was eventually settled in 2010 with a confidential settlement.

At the same time, there was evidence during 2008 of disagreement within the senior Aegis management team, possibly over how to respond to Vincent Bolloré's various approaches. Carat CEO Mainardo de Nardis quit that role abruptly and was replaced by Jerry Buhlmann, previously head of the network's European region. That business was in turn split in two, under the management of Nigel Sharrocks and Marie-Laure Sauty de Chalon. However, de Chalon left the group in 2010, with the result that the region was once again consolidated under Sharrocks' management. Another departing head was David Verklin, previously CEO of Carat Americas, who also left in 2008. His role too was split. Sarah Fay was appointed as CEO of Aegis North America; Jose Luis de Rojas was named chief executive, Latin America & Spain. Just over a year later, Fay too departed and was replaced as chief executive Aegis Media North America by Nigel Morris, transferred across from the group's Isobar network.

Last full revision 27th September 2017

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