Uncommon Creative Studio sells majority stake to Havas in deal worth up to $156 million

Uncommon Creative Studio has sold a majority stake to Havas in a deal that could value the UK creative agency at up to $156 million in six years’ time.

Uncommon’s plans for expansion in the US and beyond were a key reason to sell a 51% stake to Vivendi-owned Havas, the two companies said.

“Uncommon will retain its brand, vision and freedom to make its own decisions across its client partners, internal team and creative output in this exciting, next stage of growth for the studio,” Uncommon and Havas added, stressing the agency will operate separately from the rest of the existing Havas Creative agency network.

The agency, which already has US clients, is expected to open a New York office in the coming months.

Natalie Graeme, Lucy Jameson and Nils Leonard, the three founders of Uncommon, launched their agency nearly six years ago in September 2017 after quitting WPP’s Grey and have established it as one of the hottest creative shops in London by winning clients such as British Airways, B&Q and ITV.

Graeme, Jameson and Leonard own close to 90% of the shares, according to Companies House filings, and they will have likely made millions each by selling a 51% stake to Havas. A handful of angel investors, who invested at launch, owned about 10% and have exited as part of the sale.

The three founders, who retain a 49% stake between them, regard the new deal with Havas as another six-year commitment to Uncommon after the first six years as an independent.

Financial terms were not disclosed but Yannick Bolloré, the chairman of Vivendi and chief executive of Havas, told Campaign that Havas has agreed an upfront “down payment” and there are “earn-out” and “buy-out” mechanisms in six years’ time.

“This landmark deal reflects the entrepreneurial approach of Havas and bucks the industry standard deals — valuing the future potential of Uncommon at $103 -156 million considering their projected growth plans,” Havas said.

The potential $156 million valuation is based on 100% of the shareholding, with Havas already owning 51%.

Bolloré was in London on Tuesday afternoon (11 July) to meet the founders and seal their deal, ahead of the formal announcement early on Wednesday.

There has been industry speculation for at least a year that Uncommon was considering a sale – fuelled by a slew of awards, including winning Creative Agency of the Year for two years in a row at the Campaign UK Agency of the Year Awards and, more recently, winning the Grand Prix in outdoor for its work on British Airways at Cannes Lions in June.

Bolloré told Campaign that Uncommon and Havas have been talking about a deal since November when he met them and “the chemistry was great”.

Owning 51% means that Vivendi will be able to include Uncommon’s financial numbers in its accounts because it has majority control.

He added the timing suited Uncommon because they wanted to start “a new chapter on their journey” and “be part of a bigger group to help them invest and accelerate”, according to Bolloré.

The UK agency had 169 staff, with 45 accounts, and almost doubled annual income to $28.5 million by the end of 2022, according to Uncommon's most recent Campaign School Report.

Uncommon is “a once-in-a-decade company”

Uncommon’s founders said joining Havas will open doors globally and a person familiar with their thinking added it would reduce the risk of trying to crack the US market as an independent.

There will be additional benefits in becoming part of Vivendi, which owns TV operator Canal+, film production company StudioCanal and games company Gameloft and a stake in Universal Music Group.

Uncommon will sit within the Havas Creative network, which is overseen by Donna Murphy, the global chief executive of Havas Creative and Havas Health & You.

Jameson said: “From the first minute we met Donna and Yannick, we recognised our shared values: the focus on building meaningful brands, the power of creativity and an entrepreneurial spirit to do things differently. We are so excited about the scale of what we can now access and achieve for our clients.”

Graeme said: “Havas along with its sister companies in Vivendi offer Uncommon a way to accelerate into the spaces where we have already made headway. Whether that’s into the entertainment world – taking what we started with our Nick Cave documentary – or our design practice, gaming or other geographies. This partnership will open doors globally for Uncommon.”

Leonard said: “We created Uncommon to be on the receiving end of the most important and influential briefs of our time – this partnership brings that conviction closer to reality. This deal is different: it’s based on a freedom to make decisions, a power to break down barriers and the removal of dependency to make good things happen. We can create the industry we wish we worked in.”

Bolloré said: “Uncommon will bring new energy, creativity, and audiences into Havas’ already leading-edge creative network, igniting, inspiring, and supporting every aspect of creativity. Uncommon have created a new space and energy in the industry. They are a once-in-a-decade company and having them join the Havas family is an exciting prospect.

“We share a vision: with every project, Uncommon and Havas remind the world that creativity is, and always has been, the difference,” Bolloré said, in a nod to how creativity remains key even as generative artificial intelligence and other new technologies threaten to disrupt the ad industry.

The two companies have few shared clients, which makes the deal complimentary, he said, adding the fact that Havas is family-owned – his father, Vincent Bolloré, is the power behind Vivendi – also meant there were shared values with Uncommon.

Murphy said: “Bringing Uncommon into Havas Creative Network creates a truly unique and powerful offering in the industry. This will both accelerate Uncommon’s ambitions and expand the world-class offering of Havas.”

Havas pointed out Uncommon will operate “alongside” Havas London, its main UK creative agency, “whose creative reputation continues to grow”. Similarly, Uncommon will operate alongside Havas New York and its agencies in other US cities.

Commitment to creativity

Buying Uncommon is a coup for Havas, which is the smallest of the big six agency groups in terms of revenue and headcount. The French group maintained it was “yet another clear signal that creativity is at the forefront of what Havas delivers to their clients every day”.  

The sale means the Uncommon founders are joining a holding company again, seven years after they originally resigned from WPP in June 2016, in part because of their frustration with the financial model, but Leonard said Bolloré and Vivendi have a different approach.

“To his credit, he’s the only one of the people who runs a [holding] group like that who understands creativity,” Leonard told Campaign. “He talked very ably and wisely about creativity and how it works and he doesn't want to stand in the way of what we want to do.”

Those close to Uncommon said that the sale agreement with Havas gives the agency a very high degree of autonomy and control over its work and clients, despite the founders giving up a majority financial stake.

Leonard said: “This industry is programmed to believe that any form of a deal is a compromise and actually this is not the case [with Havas] and it doesn't have to be — full stop.”

Uncommon turned down other approaches from agency groups because the nature of those deals risked diluting the agency's offer and impeding its growth, according to Leonard.

At least one offer involved Uncommon being inserted into an existing agency within a holding company as part of a turnaround effort — as, for example, Omnicom did when it reversed Adam&Eve into DDB London in 2012 — but Leonard said it held no appeal: “Is it amazing to grow a new culture and fold it into something old? It feels counter-intuitive.”

A $156 million valuation could make Uncommon one of the most successful UK creative agency start-ups since Adam&Eve/DDB whose founders received in the region of $32 million when they initally sold in 2012 and collected a total of $142.5 million by 2017, thanks in part to an uncapped earn-out.