0000029989EX-FILING FEESCommon Stock, Par value $0.15 per share0.0001531 0000029989 2025-01-17 2025-01-17 0000029989 1 2025-01-17 2025-01-17 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107
Calculation of Filing Fee Table
Form
S-4
(Form Type)
Omnicom Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
 
                         
    
Security
Type
 
Security
Class
Title
 
Fee
Calculation
or Carry
Forward
Rule
 
Amount
Registered
 
Proposed
Maximum
Offering
Price Per
Unit
 
Maximum
Aggregate
Offering
Price
 
Fee
Rate
 
Amount of
Registration
Fee
  Carry
Forward
Form
Type
 
Carry
Forward
File
Number
 
Carry
Forward
Initial
effective
date
  Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         
Fees to Be Paid   Equity  
Common Stock,
Par value $0.15 per share
  Other   129,462,731
(1)
  N/A   $10,022,071,317.87
(2)
  $
153.10
per $1,000,000
  $1,534,379.12          
                         
Fees Previously Paid                          
 
Carry Forward Securities
                         
Carry Forward Securities                        
                   
    Total Offering Amounts      $10,022,071,317.87     $1,534,379.12          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due                $1,534,379.12                

(1)
Represents the estimated number of shares of common stock, par value $0.15 per share (“Omnicom common stock”), of Omnicom Group Inc. (the “Registrant”) expected to be issued or issuable upon completion of the merger (the “Merger”) and other transactions as contemplated by the Agreement and Plan of Merger, dated as of December 8, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Registrant, EXT Subsidiary Inc., a direct wholly owned subsidiary of the Registrant, and The Interpublic Group of Companies, Inc. (“IPG”), and is equal to the product of (a) the exchange ratio in the Merger Agreement of 0.344 and (b) 376,345,149 shares of IPG common stock, par value $0.10 per share (“IPG common stock”), which is the sum of (i) 372,645,940 shares of IPG common stock issued and outstanding as of January 13, 2025, (ii) 250,000 shares of IPG common stock issuable upon exercise of IPG options outstanding as of January 13, 2025, (iii) 68,665 shares of IPG common stock issuable upon conversion of IPG restricted stock awards outstanding as of January 13, 2025, (iv) 898,521 shares of IPG common stock issuable upon vesting of IPG time-based restricted stock units outstanding as of January 13, 2025, assuming the Merger will close by the end of 2025, (v) 2,413,358 shares of IPG common stock issuable upon vesting, at maximum level, of IPG performance-based stock awards outstanding as of January 13, 2025, assuming the Merger will close by the end of 2025, and (vi) 68,665 shares of IPG common stock underlying restricted stock awards that are expected to be granted by IPG through the end of 2025. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any securities that may be from time to time be offered or issued resulting from forward or reverse stock splits, stock dividends or similar transactions.
 
(2)
Calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act, solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act. Such amount equals the product of (a) $26.63, the average of the high and the low prices per share of IPG common stock, as reported on the New York Stock Exchange on January 13, 2025, which is within five business days prior to the filing of this Registration Statement on Form
S-4,
and (b) 376,345,149, which is the estimated maximum number of shares of IPG common stock, as calculated in accordance with footnote (1) above, to be exchanged for shares of Omnicom common stock upon completion of the transactions contemplated by the Merger Agreement.