Omnicom Group Inc. Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Corporation

NEW YORK, Nov. 23, 2018 /PRNewswire/ -- Omnicom Group Inc. (NYSE: OMC) today announced that it learned of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 2,000,000 shares of Omnicom's common stock at a price of $71.50 per share in cash. The offering price is 4.3% below the closing price per share of Omnicom's common stock on November 2, 2018, the last trading day before the tender offer commenced, and the offering price is 7.2% lower than the closing price per share of Omnicom's common stock on November 21, 2018.  The offer is for approximately 0.9% of the outstanding shares of Omnicom's common stock.

Omnicom does not endorse TRC Capital's unsolicited mini-tender offer and recommends that shareholders reject the offer of TRC Capital and not tender their shares. Omnicom is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

Mini-tender offers are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are, "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's guidance to investors on mini-tender offers is available at TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's mini-tender offer. Omnicom recommends that shareholders who have not responded to TRC Capital's offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Wednesday, December 5, 2018, in accordance with TRC Capital's offering documents.

Omnicom encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at

Omnicom requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer for shares of Omnicom common stock.

About Omnicom Group Inc.
Omnicom Group Inc. (NYSE: OMC) ( is a leading global marketing and corporate communications company.  Omnicom's branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries.  Follow us on Twitter for the latest news.


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