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On 6 January 2022, M&C Saatchi plc that it had received a preliminary approach for a possible offer from AdvancedAdvT Limited, a vehicle connected with Vin Murria OBE, who is also M&C Saatchi’s deputy chair and biggest shareholder. 

While AdvancedAdvT has not made a firm offer for M&C Saatchi, an initial, non-binding approach proposing a share exchange reverse takeover offering investors 1.86 new AdvT ordinary shares for every M&C Saatchi ordinary share, was rejected. The proposal was conditional, among other things, on the recommendation of the independent directors who released the following in response:

‘The Independent Directors' initial opinion is that this all share proposal does not articulate an alternative strategy for the benefit of the Company's stakeholders beyond an initial change of control of M&C Saatchi. Furthermore, the Proposal does not reflect the value of the business and its future prospects and would disproportionately transfer equity value from M&C Saatchi shareholders to AdvT shareholders.’

Vin Murria, who has been dubbed ‘Britain’s software queen’, has been building up her shareholding in M&C Saatchi in preparation for her takeover bid. On 5 January 2022, AdvancedAdvT made a significant investment in M&C Saatchi, gaining a 9.8% holding in the advertising giant in one swoop through the purchase of 12m ordinary shares at £2 per share, a 19% premium based on the closing price of £1.68. Murria, herself, is also the group’s largest shareholder, having built up a 12.5% holding (15.2m ordinary shares) in the company after snatching up the majority of her shares when M&C Saatchi hit turbulence during an accounting scandal that rocked the agency in 2019.

The acquisition of M&C Saatchi would be the only asset held by AdvancedAdvT (formerly Marwyn Acquisition Company I Limited), which was as a special purpose acquisition company (SPAC) on the London Stock Exchange in December 2020. According to the SPAC listing rules, AdvancedAdvT has up to two years from the date of listing to make a transaction and the acquisition of M&C Saatchi would be the perfect transaction to satisfy these conditions. AdvancedAdvT has until 5pm on 3 February 2022 to make a firm offer.

AdvancedAdvT provided the rationale for their offer in a , saying:

&²Ô²ú²õ±è;‘A merger would create an opportunity to build a data, analytics and digitally focussed creative marketing business with a strong balance sheet and additional management expertise in transforming businesses at pace and execute on complementary M&A. This would allow the enlarged group to continue its evolution and, crucially, accelerate the implementation of its growth strategy and therefore be increasingly relevant to its customers.’

However, M&C Saatchi believe that their new strategy, which was announced in Q1 2021, is working and have rebuffed AdvT’s proposal for ‘the enlarged group to continue its evolution’. M&C Saatchi :

‘M&C Saatchi's current strategy has been in place since Q1 2021, and has resulted in a number of positive trading updates. Meaningful new client wins include Uber, Google, Tiktok and Tinder as well as new assignments from existing clients including the UK Government, Pepsico, Reckitt and Lexus. It is not clear to the Independent Directors how shareholders and other stakeholders would benefit from ownership dilution and a change in board leadership of the Company.’

Founded in 1995 by brothers and ad moguls Maurice and Charles Saatchi, M&C is still recovering from the 2019 accounting scandal, which involved the ‘misapplication of accounting policies’ including understating project costs and wrongly listing assets on the balance sheet. However, in response to the possible takeover announcement, M&C's shares rose 11% on 6 January 2022. The share closing price of £2.10 following the announcement represented a 25% increase since the end of 2021, but remains 40% below 2019 levels before the scandal which is proving difficult to recover from.

The PUSU deadline is 5pm on 3 February 2022. Market Tracker will continue to monitor this transaction as it develops.