How I sold my business to WPP

My theories about dealing with pressure were put to an acid test when it came to the hostile sale of my business to WPP.

Last month I wrote about the issues of dealing with business pressure in all its different forms. The theories were put to an acid test when it came to the hostile sale of my business to WPP.

It was September 2001 and an advertising recession was underway following the dotcom bust a year earlier. Then came the 9/11 terrorist attack, which scattered whatever business confidence that remained.

The unwelcome bidder for our business, WPP, was now determined to back out despite the fact there was an offer already on the table. There’d been a ‘Material Adverse Change’ to the business, claimed WPP, using a long-standing but little used Stock Exchange rule – one of the very few reasons for being able to withdraw a written bid for a public company. In an otherwise dead year for deals this created a frenzy of speculation (‘MAC Attack!’ shouted the normally sober FT). What did it mean? No-one really knew, but this was the weapon that WPP had chosen and now the going got really tough.

Threatening letters were flying in from lawyers:

  • ‘Breach of fiduciary duty’
  • ‘Chris Ingram is too emotionally involved in the business to represent all shareholders.’
  • ‘The business must be in decline, you should’ve issued a profit warning by now!’
  • ‘Tempus is hiding a material adverse change to its business.’

Was I emotionally involved? Too right I was! I’d spent 26 years building CIA and then its parent Tempus. Martin Sorrell had been progressively building his stake to the point (24 per cent) where it was really affecting our ability to develop the business. He’d been tipped into making a juicy bid of 35 times our earnings and, as far as we were concerned, no way was he going to back out.

Was I aware of my fiduciary duty of getting the maximum return for shareholders, all shareholders? You bet! With a lot of help from the board, I’d overcome my obsession with staying independent and now the emotional and financial motives were perfectly aligned.

He wanted the business, now he was going to get it.

There were repeated appeals – and presentations – to the Stock Exchange. An increasingly dangerous game of unofficial ‘briefings’ to the media was being played by both protagonists. The Stock Exchange twice warned us to desist and the dispute moved from a PR battle to a largely legal one.

We were only eight per cent of the size of WPP. This was a big boy’s game, but we fancied our ability to punch way above our weight when necessary. We appointed a really heavyweight team around us, investment bankers, lawyers and financial PR – Lazard, Freshfields and Tulchan – as we were fighting on several fronts at once.

Our own team was very small, we only had 11 people at head office plus the Plc board and we didn’t want to get the other 2,600 people distracted from running the business. Obviously, we had to keep the divisional heads and the 29 country managers in the picture as there was a morale issue to deal with: were we going to end up being owned by a company that very publicly said it didn’t want to buy us? This was now a hostile sale, not a hostile acquisition, and a little bit of Stock Exchange history was about to be made.

The pressure was intense and went on for months. Our FD had a hacking cough that wouldn’t go; I lost half a stone that I couldn’t afford to lose.

This time we weren’t in any sort of ‘zone’: there was grim determination to win but also a strong climate of calm balanced with excitement.

I’m a huge fan of Westerns and have a collection of DVDs and videos at home. They’re a great example for situations like this – the shoot-out’s coming, you could well die but you walk out and just say: ‘A man’s gotta do what a man’s gotta do’. Perfect: that’s how to do it.

Running fast while tired
That was an exceptional and very high profile battle that seriously tested us. But if you’re operating a really ambitious fast-growth business you are going to be stretching yourself and your people for months on end.

This requires a great deal of stamina – mental as well as physical. And these requirements are often underestimated by entrepreneurs.

For instance, it’s a fact that if you’re running a rapidly expanding business, you will be putting in more hours than your competitors. What you have to remember is that they must all be quality hours. The excellence of your effort must not suffer the more time you devote. Otherwise you might as well work nine to five.

Personally, I used to (and still do) put several hours of work in after dinner at home in the evenings. I learnt I could train myself to do 70-80 hours a week, every week and still very much maintain the quality – and for me that has meant always keeping your perspective on the big picture as well as churning out what needs to be done today. Some hard-driving entrepreneurs may scoff at this paltry work rate, but the point is to know what you can handle.

The athletics analogy is to learn how to run fast while you’re tired. In the office it might be loads of strong coffee, or a quick walk around, or merely a short break.

When things are really tough in the small hours, I’m sometimes reduced to shaking my head to fight off tiredness. My attitude is that we’re not on this planet for very long, so why spend a third of it asleep?

Physical success
I know many will disagree, but I also believe that being reasonably fit enables you to consistently work harder and better than your competitors. The older you get, the more important fitness is.

Given that very little time is available, you need to have things well planned. Originally I used as a guide the Canadian Army’s work-out, which required just eight minutes of intense activity either end of the day. Some time ago I replaced this with mobility, back-strengthening and conditioning exercises.

Anyone can do this – and find 15 minutes at either end of the day – however big or important they might think they are.

Quite simply, if you are going to build a business quickly and successfully in today’s competitive environment, you need to work harder and smarter. Being in reasonable shape certainly won’t harm your chances.

Chris Ingram has considerable experience of building and managing rapid-growth firms and is widely regarded as the inventor of the modern media agency. He started CIA in 1976 with three people and £10,000. It grew into Tempus Group and was sold to WPP for more than £430 million in 2001. In 2002 he launched Genesis Investments, a private equity business, and in 2003 The Ingram Partnership, a strategic brand building and communications consultancy.

Chris Ingram

Jackie Kiehn

Chris Ingram is a businessman, entrepreneur and art collector who was judged London Entrepreneur of the Year' in 2000 in the Ernst & Young awards and was founder of the CIA advertising agency.

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