c.2013 New York Times News Service
c.2013 New York Times News Service
PricewaterhouseCoopers said Wednesday that it had agreed to buy the consulting firm Booz & Co., bolstering its advisory business, a chief source of growth for the firm.
Financial terms of the transaction were not disclosed, although Booz & Co. is expected to be PricewaterhouseCoopers’s biggest acquisition in several years.
Still, the union of the two firms is likely to bring scrutiny from regulatory agencies around the world as it again raises the issue of an accounting firm’s buildup of a consulting business that could pose conflicts of interest.
PricewaterhouseCoopers and Booz & Co. have taken steps to quell any concerns, according to people briefed on the matter. The two companies are expected to review client matters, with Booz partners expected to drop consulting assignments that conflict with existing auditing clients.
A spokesman for the Public Company Accounting Oversight Board, which oversees auditors, said in a statement: “The PCAOB does not need to approve the transaction, although we have an interest in it, partly because of the independence issues it raises.”
Booz & Co. partners are expected to vote on the deal in December, with an update on the merger to come by the end of the year. The people briefed on the matter said they expected PricewaterhouseCoopers to retain the vast majority of Booz’s partners.
Both companies are expected to position the deal as a merger of two global players, with each operating on multiple continents. But PricewaterhouseCoopers reported more than $32 billion in revenue in its 2013 fiscal year, while analysts estimate Booz & Co.’s revenue at about $1 billion.
By purchasing the smaller firm, PricewaterhouseCoopers will hope to strengthen one of its faster-growing operations. While the firm’s assurance arm, including its core auditing business, has reported relatively flat revenue over the past three years, its advisory arm has grown about 23 percent in that period.
PricewaterhouseCoopers has been rebuilding its consulting arm over the past decade after having sold a previous version of the business to IBM for $3.5 billion in 2002.
Its assurance business now produces less than half of the firm’s business, with tax and consulting work each providing slightly more than a quarter of the revenue.
“One of the real strengths of PwC is the scope and quality of our services, giving us the ability to work with a wide range of stakeholders to build trust and solve important problems,” Dennis M. Nally, the chairman of PricewaterhouseCoopers International, said in a statement. “Today’s proposed merger would only add to that strength.”
At the same time, PricewaterhouseCoopers expects to use elements of the consulting business — its strengths in cybersecurity and data analysis, for example — to bolster its auditing operations as well.
The move comes during what many in the consulting industry expect to be a growing wave of consolidation. Booz & Co. had received several expressions of interest from potential buyers over the last year, according to a person briefed on the approaches. But the firm concluded that PricewaterhouseCoopers provided the right cultural and strategic fit.
“Our goal is to help clients identify and build the differentiating capabilities they need to win,” Cesare R. Mainardi, Booz & Co.’s chief executive, said in a statement. “This potential combination would not only deliver on this innovative value proposition but would also help reinvent management consulting for the next century.”
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The deal will unite two of the oldest names in their respective businesses. PricewaterhouseCoopers traces its roots to two London accounting firms founded in the middle of the 19th century, and Booz & Co. was founded in 1914 as the progenitor of the management consulting industry.
The latter eventually grew into Booz Allen Hamilton, the government consulting giant that once employed Edward J. Snowden, a former government contractor who leaked classified data about national surveillance initiatives. Its corporate consulting arm was spun off as Booz & Co. in 2008 after Booz Allen sold itself to the Carlyle Group, and the two no longer have any connection.
Still, both Booz & Co. and Booz Allen Hamilton have increasingly stepped into each other’s businesses over the past two years after a noncompete agreement expired.
PricewaterhouseCoopers and Booz & Co. declined to give details on how the deal would be structured, but they indicated that various PricewaterhouseCoopers partnerships around the world would have stakes in Booz.
Accounting firms use similar names around the world but are legally separate partnerships in each country, an arrangement that helps them deal with varying national laws regarding firm ownership, which they cite to avoid liability for the rest of the firms if one of the partnerships is sued because of a failed audit.