Marketing & advertising agency M&A growth, trends, activities, and valuation considerations. Courtesy of Evalla Advisors.

1. M&A Trends Summary
January 2023

2. GROWTH TRENDS
§ GroupM estimates global ad spend to
grow 5.9% to $855.9m in 2023
§ US ad spend is estimated to have grown
9.4% to $480.8B in 2022; and projects
growth to slow to 5.9% in 2023 due to
economic concerns and no major
political and international events (i.e.,
Olympics)
§ Stronger geographic growth areas
include the Americas and APAC
excluding China
US Advertising and Marketing
Spending (US$ Billions)
Year Spend Growth
2020 $363.8 -3.4%
2021 $439.7 20.8%
2022 $480.8 9.4%
2023P $509.2 5.9%
Source: Forbes (2022), Winterberry Group Analysis (2023), Conference Board
Economic (2022), CNBC (2022), Federal Reserve (2023), Goldman Sachs (2022)
Although, growth has slowed; it is has not
stopped, particularly in specific sectors
Retail/vertical media marketplaces spend has
raced ahead ($20B to $45B 2020-2022), new
forecasts see $100B in 2026. Search and display
drive spend with budgets moving across media and
shopper/trade promotion
$183.7 $195.4 $203.5 $201.9
$180.1
$244.3
$277.3 $307.3
2020 2021 2022 2023P
Offline Marketing Spend Online Marketing Spend
$363.8
$439.7
$480.8
$509.1
% of total spend
(2023P)
+60.3%
39.7%
US Marketing Spend on Offline and Online Channels
(US$ Billions)

3. SELECTED MARCOMS M&A ACTIVITY
December 2022
- Mod Op acquired Context Creative for an undisclosed amount
- The transaction expands Mod Op’s presence with the integration of a second international office that enables
Mod Op to offer clients the well-known benefits of cross-border business relationships. In turn, Context
Creative clients will benefit from a range of creative and strategic solutions across new areas of expertise
July 2022
- Mastek acquired MST Solutions for $110 million with 4.5x Revenue and 17.9x EBITDA (EBITDA Multiple based
on estimated 25% as is typical in this industry)
- The transaction will grow MST’s service offerings and deep bench of resources while opening doors to a global
market. In turn, Mastek will further strengthen their Customer Experience service line
October 2022
- ZMC acquired Wpromote for an undisclosed amount
- The transaction supports strategic investments in growth and expanding key technology and product offerings,
including Wpromote’s platform, Polaris, in optimizing a client's entire digital advertising strategy across
multiple channels
June 2022
- Plus Company acquired Mekanism for an undisclosed amount. Mekanism was reported to have $50m in
Revenue
- The transaction fortifies Plus Company’s U.S. scale and capabilities, while accelerating an expansion into
performance marketing for Mekanism
October 2022
- KKR acquired Ness for $500 million, which is a 0.9x revenue and 11.4x EBITDA
- The transaction will allow Ness to scale its digital-first platform through internal investments and add-on
acquisitions to achieve its global ambitions, & better enable its customers to compete in the digital economy
Source: Capital IQ, Market Screener, The Drum, Evalla Research & Industry Knowledge

4. SELECTED MARCOMS M&A ACTIVITY
April 2022
- Infosys acquired Oddity for $55 million, which is an estimated 2.4x revenue (Revenue multiple based on
reported revenue relating to transaction)
- The transaction further strengthens Infosys’ creative, branding and experience design capabilities. As part of
Infosys’ digital experience and design offering, oddity will become part of WONGDOODY, an Infosys company
February 2022
- Omnicom acquired TA Digital for $240 million, which is rumored to be a 5.7x Revenue
- The transaction will expand Omnicom’s global digital transformation, content management, commerce and
customer experience capabilities through TA Digital’s consulting and commerce expertise. In turn, TA Digital
will join Omnicom Precision Marketing Group (OPMG)
March 2022
- Next Fifteen acquired Engine Group for $100 million, which is a 0.9x revenue and 6.7x EBITDA
- The transaction supports Next Fifteen’s track record & strategy of adding growth businesses which then
contribute to their target of doubling the size of the business in the next 3-5 years. In turn, Engine Group will
provide multiple opportunities to expand and further apply Next Fifteen’s growth consultancy services
March 2022
- Court Square acquired Power Digital for $532 million, which is a 7.0x revenue and 19.0x EBITDA
- The transaction supports strategic investments in talent, growth, and becoming the leading performance
marketing platform through a data-first approach supported by Court Square’s extensive experience and deep
industry knowledge
Aug 2021
- New Mountain Capital acquired Bounteous for $640 million, which is rumored to be a 20.0x EBITDA
- The transaction supports strategic investments in talent, new service offerings, & the Co-Innovation
enablement methods that Bounteous uses to drive clients’ digital transformation programs
Source: Capital IQ, Market Screener, The Drum, Evalla Research & Industry Knowledge

5. SELECTED MARCOMS PUBLIC COMPARABLES
Advantage Solutions 2,727.4 3,937.5 597.0 15.0% 458.8 11.5% 0.7x 5.9x
Cheil Worldwide 1,439.5 3,239.8 1,190.4 36.7% 303.0 9.4% 0.4x 4.8x
Dentsu Group 10,072.9 9,668.7 8,685.6 89.8% 1,743.4 18.0% 1.0x 5.8x
Hakuhodo 3,277.9 7,626.9 3,214.2 42.1% 696.6 9.1% 0.4x 4.7x
Hylink Digital 739.8 1,595.7 204.3 12.8% 46.2 2.9% 0.5x 16.0x
MDC Partners 3,069.4 2,591.5 989.8 38.2% 395.8 15.3% 1.2x 7.8x
Next Fifteen 1,364.0 793.0 192.7 24.3% 112.7 14.2% 1.7x 12.1x
Omnicom Group 21,276.0 14,276.7 2,764.0 19.4% 2,360.2 16.5% 1.5x 9.0x
Publicis Group 20,579.8 14,422.8 6,211.3 43.1% 2,418.5 16.8% 1.4x 8.5x
S4 Capital 1,681.0 1,136.4 930.3 81.9% 112.5 9.9% 1.5x 14.9x
Interpublic 16,859.3 9,447.8 2,073.7 22.0% 1,691.0 17.9% 1.8x 10.0x
WPP 18,906.7 17,868.3 3,080.7 17.2% 2,016.9 11.3% 1.1x 9.4x
High 1.8x 16.0x
Low 0.4x 4.7x
Average 1.1x 9.1x
Narrow Average[a] 1.1x 8.8x
Median 1.1x 8.8x
LTM = Last Twelve Months NA = Not Available NM = Not Meaningful
[a] Narrow Average excludes the highest and lowest values in the data set.
Gross Profit
($ in millions)
S.No. Company Name
Enterprise
Value
Revenue Gross Margin EBITDA
EBITDA
Margin
EV /
Revenue
EV / EBITDA
Source: CapIQ, Jan 13, 2023

6. SELECTED CONSULTING PUBLIC COMPARABLES
Accenture 176,833.0 62,377.0 19,970.9 32.0% 10,576.1 17.0% 2.8x 16.7x
Infosys 76,173.7 17,937.0 5,328.0 29.7% 4,189.0 23.4% 4.2x 18.2x
Cognizant 32,934.3 19,366.0 7,051.0 36.4% 3,558.0 18.4% 1.7x 9.3x
Wipro 24,670.6 11,199.5 3,124.3 27.9% 1,977.5 17.7% 2.2x 12.5x
Capgemini 31,726.8 22,704.2 5,965.5 26.3% 2,995.7 13.2% 1.4x 10.6x
NTT Data 24,973.0 21,915.4 5,743.5 26.2% 3,499.2 16.0% 1.1x 7.1x
CGI 22,741.1 10,075.5 3,180.9 31.6% 1,783.7 17.7% 2.3x 12.7x
Tech Mahindra 10,376.2 6,437.0 2,063.4 32.1% 981.3 15.3% 1.6x 10.6x
Globant 7,018.4 1,669.3 630.9 37.8% 309.5 18.5% 4.2x 22.7x
Thoughtworks 3,701.4 1,272.3 314.8 24.7% NM NM 2.9x NA
High 4.2x 22.7x
Low 1.1x 7.1x
Average 2.5x 13.4x
Narrow Average[a] 2.4x 13.0x
Median 2.2x 12.5x
LTM = Last Twelve Months NA = Not Available NM = Not Meaningful
[a] Narrow Average excludes the highest and lowest values in the data set.
Gross Profit
($ in millions)
S.No. Company Name
Enterprise
Value
Revenue Gross Margin EBITDA
EBITDA
Margin
EV /
Revenue
EV / EBITDA
Source: CapIQ, Jan 13, 2023

7. SELECTED TRANSACTION COMPARABLES
Source: CapIQ, Jan 13, 2023
US$ millions
Announcement
Date
Acquirer Target Target Desciption Estimated
EV
Target
Revenue
Target
EBITDA
Estimated EV $/
Revenue
Estimated EV $/
EBITDA
11/11/22 xDNA Interactive Climb Online Digital marketing agency 11.7 NA NA NA NA
10/27/22 KKR Ness Digital services transformation company 500.0 577.0 44.0 0.9x 11.4x
10/3/22 Stagwell Wolfgang Advertising consultant and creative agency 8.8 NA NA NA NA
7/18/22 Mastek MST Solutions Salesforce consulting and system integration partner 110.0 24.6 6.2 4.5x 17.9x
6/16/22 Plus Company Mekanism Full Service Agency NA 50.0 NA NA NA
4/20/22 Infosys Oddity Digital transformation, digital commerce & marketing 55.0 22.9 NA 2.4x NA
4/4/22 Growens SpA Contactlab Srl Cloud marketing services agency 12.3 12.0 1.1 1.0x 11.6x
3/30/22 Flexion Mobile Audiencly Marketing agency for the gaming industry 19.5 7.4 1.4 2.6x 14.2x
3/30/22 Court Square Power Digital Marketing Service Agency with proprietary machine learning
technology platform
532.0 76.0 28.0 7.0x 19.0x
3/23/22 Business Warrior Oration Helix House Digital advertising agency 4.8 1.0 NA 4.7x NA
3/2/22 Next Fifteen
Communications
The Engine Group Media, marketing and digital advertising services 100.0 114.0 15.0 0.9x 6.7x
2/28/22 CentralNic VGL Verlagsgesellschaft Media buying technology marketing company 75.0 63.0 12.0 1.2x 6.3x
2/25/22 Omnicom Group TA Digital Offers digital experience, commerce, and marketing solutions 240.0 42.0 NA 5.7x NA
12/21/21 Keywords Studios Waste Creative Digital creative agency 13.0 NA NA NA NA
12/16/21 United Talent Agency Medialink Media marketing and advisory firm 125.0 44.0 13.0 2.8x 9.6x
12/9/21 Miroma Holdings Miroma SET Branding, marketing, advertising, creative design, digital product
development, production and data analytics services.
32.8 NA NA NA NA
11/22/21 Troika Media Group Converge Direct Online and offline marketing services company 100.0 NA NA NA NA
11/15/21 The Salocin Group Edit Agency Social Media agency with branding and content creation. 17.9 13.8 2.6 1.3x 6.8x

8. SELECTED TRANSACTION COMPARABLES CONT.
Source: CapIQ, Jan 13, 2023
US$ millions
Announcement
Date
Acquirer Target Target Desciption Estimated
EV
Target
Revenue
Target
EBITDA
Estimated EV $/
Revenue
Estimated EV $/
EBITDA
9/29/21 Strat7 Group Incite Marketing Planning Strategic research consultancy 24.4 16.0 NA 1.5x NA
9/17/21 S4 Capital Zemoga Digital, marketing solutions and analytics ad agency 18.2 NA NA NA NA
8/3/21 New Mountain Capital Bounteous Digital transformation agency 640.0 NA 32.0 NA 20.0x
7/7/21 Raketech Group Holding QM Media AB Media group, focused on the sports betting industry 19.8 5.3 3.6 3.8x 5.5x
5/4/21 CVC Capital Partners and
CDPQ
BlueFocus International Digital marketing, PR, communications, & advertising agency NA 6,261.3 158.4 NA NA
4/26/21 Hotwire Public Relations McDonald Butler
Associates
B2B sales and marketing agency 9.9 NA NA NA NA
12/15/20 Keywords Studios Indigo Pearl Full-service public relations and marketing communications agency 114.0 139.0 14.0 0.8x 8.1x
7/1/20 Value Demonstration UK
Holdings
Cello Health Provider of medical and marketing services to the global
pharmaceutical sector
234.4 212.7 17.6 1.1x 13.3x
6/25/20 The Stagwell Group MDC Partners Marketing communications firm 1463.0 1414.8 215.3 1.0x 6.8x
5/20/20 S4 Capital Thereom Digital transformation technology consulting company NA 58.0 NA NA NA
3/3/20 Clayton, Dubilier & Rice Huntsworth Healthcare and communications company 715.9 350.8 60.5 2.0x 11.8x
2/25/20 Hakuhodo Zeta Growww Media Digital Marketing Agency specialised in CEE markets 88.8 111.3 12.9 0.8x 6.9x
High 7.0x 20.0x
Low 0.8x 5.5x
Average 2.4x 11.0x
Narrow
Average:
2.3x 10.7x
Median 1.5x 10.5x

9. VALUATION CONSIDERATIONS
§ Capabilities and fit within the market
§ Industry expertise / thought leader
§ Tech / data enabled
§ Established, yet agile
§ Proven ability to scale
§ Growth & profitability
§ Stability / longevity
§ LTM financials
§ Team / Culture
§ Synergies
§ Strategic Rationale
§ Story / Risk mitigation
§ Competitive process
§ Find the best strategic and cultural fit
§ Personalities
§ Hit the projections
§ Structure (majority/minority, earnout,
equity, etc.)

10. M&A TRENDS
The current market conditions of slowing
growth, high interest rates and
dramatically reduced availability of
venture capital & PE will potentially
increase M&A activity as these firms look
to exit some of their investments
§ 2022 was a record-breaking year for marketing
companies where M&A did not slow down like
the tech industry
§ Overall M&A is expected to increase in 2023;
particularly the second half of 2023
§ 2021 & 2022 Multiples were higher with several
agencies obtaining double digit multiples,
regardless of performance; valuations are now
declining given economic concerns/uncertainty
& higher interest rates;
§ Value expectations for marketing have lowered
but will ultimately depend on the agency;
Problem agencies: 4x – 5x
Good agencies: 6x – 8x
Larger, high growth/unique/tech enabled: 7x – 20x
or higher depending on the situation
§ Opportunity for strategics to acquire once
highly-valued emerging businesses which are
now facing a cash crunch and must lower value
expectations.
§ PE firms will not be able to compete as they have
been on valuation
Over the next 6 months, expectations on
deal valuations for VC, PE and Strategics
Not Sure
Significantly decrease
Somewhat decrease
Stay the same
VC deal valuations
PE deal valuations
M&A deal valuations
4% 28% 46% 11% 8% 2%
6% 13% 49% 18% 12% 2%
4% 12% 50% 18% 13% 3%
Source: Axios Pro, “Deals Sentiment Report for 2022”, Evalla Research & industry knowledge

11. ABOUT EVALLA ADVISORS
OUR VISION
MISSION STATEMENT
Evalla Advisors is an advisory firm that creates value for a broad
demographic of entrepreneurs through our belief in conscious
capitalism and our expertise in mergers, acquisitions and private
capital raises, within the eCommerce, digital and marketing
sectors.
We are committed to changing the narrative of M&A and
investment banking, by expanding its clientele and instilling a
culture that demands the highest level of integrity, openness and
ethics. We are determined to modernize an industry by stimulating
growth in society through business, conscious capitalism and the
human journey.

12. SELECTED TRANSACTIONS
Acquired by:
Acquired by:
Selected transactions completed by the Evalla Team
Strategic Partnerships
IT Consultants
Acquired:
Management Team
Acquired by:
MONITOR MEDIA
Acquired:
Acquired:
Acquired by:

13. EVALLA TEAM
LORI MURPHEE
MANAGING PARTNER
§ 25 years of experience in
investment banking, private
equity, and other strategic and
financial roles.
§ Focused on eCommerce,
Marketing and Digital Media
for 15 years
§ Managed wide range of
domestic and international
transactions including buy-side
§ B.A., CSU Chico
§ M.B.A, Thunderbird School of
Global Management,
International Management
§ Securities License: 24, 79, and 63
§ Passionate about feeding the
world and helping to develop
our youth
MAX THOMAS
MANAGING PARTNER
§ 25 years of experience in
executive leadership roles that
include strategy, marketing and
M&A within digital advertising,
eCommerce, Media and
analytics
§ Founded, operated and
successfully exited 2 digital
agencies (ThunderActive and
Bcrossing)
§ Strong buyer relationships
across Europe, Japan/Asia and
the US
§ M.B.A, Corporate Finance, Yale
University
§ B.A. Columbia University
§ Passionate about personal
responsibility and the power of
transformation
TONG LIU
MANAGING PARTNER
§ 10 years of experience in middle
market M&A focused on both
domestically and cross-boarder
transactions
§ Fluent in Chinese Mandarin and
English and spends 50% of his
time in China
§ Focus on digital, consumer
products and healthcare related
companies
§ Previous entrepreneur,
successfully exiting company
§ B.A. and M.B.A CSU Fullerton
§ Securities License: 76 & 63
§ Passionate about developing the
world economy
§ Previously worked at
Madison Alley as an M&A
focused on digital marketing
and advertising sectors
§ 6 years of experience in
Omnicom agencies globally
§ Securities Licenses: SIE, 63,
and 79
§ M.I.B, University of South
Carolina
§ B.A. Leeds Beckett University
§ Passionate about global
sustainability and ocean
conservation through
conscious capitalism
NICK CURRAN
ASSOCIATE

14. EVALLA ADVISORY BOARD
APRIL HENRY
ADVISOR
§ Over 20 years of
experience serving global
corporations and investors
across technology and
digital media
§ Currently holds multiple
board positions; co-
founded SPAC with
Science, Inc. and is on the
Advisory Team with S4
Capital Fellowship
§ Previously in investment
banking and M&A with
Morgan Stanley,
Newscorp, Yahoo
KEVIN IUDICELLO
ADVISOR
§ Partner at Realization
Capital Partners, a private
equity fund where they
partners with companies
to help them optimize
performance for another
liquidity event.
§ 25 years of experience as
an entrepreneur, investor
and investment banker.
§ Closed over 50 M&A and
financing transactions
within the technology
sector.
JOHN FARRELL
ADVISOR
§ Over 25 years leading
some of the worlds most
famous marketing service
agencies including
Publicis Groupe’s SAMS,
DMB&B and IMP.
§ Currently UK based and
works with a number of
companies as a board
advisor to plan growth for
exits and make
introductions for exit
opportunities

15. WHY EVALLA
ü 25+ Transactions in the consulting/marcoms sector
ü 100+ Transactions completed
ü Senior lead team
ü Global team with cross board experience
ü Proven track record in negotiation
ü Consulting, marketing, digital media, eCommerce
specialists/expertise
ü Strong buyer relationships
ü Good people, creating a great culture

16. Thank you!
Max Thomas
Managing Partner
(646) 957-3678
Max@evallaadvisors.com
Tong Liu
Managing Partner
(626) 926-7588
Tong@evallaadvisors.com
Lori Murphree
Managing Partner
(917) 969-9593
Lori@evallaadvisors.com
Securities offered through Finalis Securities LLC Member FINRA/SIPC.
Evalla Advisors and Finalis Securities LLC are separate, unaffiliated entities.