Ad industry maverick Geoffrey Roche has netted the best of both worlds – autonomy and access to the international stage – through a merger with a new minority owner of his agency, The Lowe Group, based in London, England.

The agreement leaves Roche, president of Roche Macaulay & Partners, and Andy Macaulay, the agency’s senior vice-president, with management control and majority ownership of the Toronto-based shop.

‘I have a lot of passion for this industry and what we can do for clients,’ says Roche. ‘And, not only that, a lot of passion for what I think we, as Canadians, can do both here and elsewhere in the world.

‘This is a way for us to be able to do that.’

As part of the deal, the Lowe name disappears in Canada as Lowe SMS of Toronto, so named after Lowe’s 1993 acquisition of the New York-based Scali McCabe Sloves Group, will be merged into Roche Macaulay & Partners.

Edward Roncarelli, former Roche Macaulay chairman, will continue as an advisor to the company, with the title chairman emeritus.

David Deacon, Lowe SMS vice-chairman and chief financial officer, will be leaving. Deacon retired from full employment at the agency early last year to spend more time on his music career and was already planning a complete break from the agency business.

The merger will result in an agency with $80 million in annual billings and a staff of approximately 70

The transition is expected to be completed by late October when the two agencies will come together in new quarters.

Bryant Fulton & Shee, formerly Scali McCabe Sloves of Vancouver, is not affected by the deal. The three principals of that agency, all former sms executives, bought the firm a year ago with the help of Lowe, which has 19% stake in the agency.

Neither Roche Macaulay nor Lowe would be more specific about the details of the arrangement or the ownership split.

Little is also known about what the eventual structure of the agency will be, whether it will include a media department, or if there will be any layoffs.

Roche Macaulay has positioned itself as creative agency, a reputation built on winning more than 150 creative awards in its five-year history, for clients such as the Royal Ontario Museum and The Toronto Star.

The structure of the creative agency has not included a media department.

Roche clients use media buying shops such as David Cairns and Company Media Management, which has partnered with the agency in a number of new business pitches.

Cairns handles media buying for two of Roche’s major clients, Petro-Canada and Pharma Plus.

Lowe SMS, on the other hand, has a media department of 11 headed by David Chung, senior vice-president, national media director.

Roche is unsure whether that department will be part of the new agency.

He says, ‘That remains to be seen. I think we’re going to do what’s in the best interest of the clients.

‘I’m not going to say definitely we’re not going to have one, nor am I going to say we will. That’s not a question I’m comfortable with because I don’t know the answer to it.’

What is known about the merger is that Gary Prouk, Lowe SMS chairman, creative director and one of the early employees of Scali McCabe Sloves in Canada, has left the company.

At the official announcement of the merger in Toronto last week, Marvin Sloves, vice-chairman of The Lowe Group and chairman of Lowe & Partners/SMS, stated that Prouk had been offered something within the network and was considering his options.

Prouk claims he was not offered a position in The Lowe Group network, and adds he ‘ wouldn’t take it anyway. I was fired. I wasn’t offered anything.

‘I went down to New York last Monday [June 10] and everything came to a head.

‘This has been part of an ongoing and profound disagreement of opinion with ownership of the agency in New York.’

Prouk, who says he is legally bound not to say much about the situation, does feel there is no good business reason for his dismissal and that the matter is personal.

He says, ‘I started the agency 19 years ago and I brought the businesses in. Eighty-one percent of the business is our Canadian business and nothing to do with Lowe.’

(Prouk was the second hire of Scali, Canada when the agency was founded in Toronto in 1977. Richard Kelly, now a marketing consultant was the first to join the agency here.)

There are no client conflicts to hinder the merger of the agencies, although some Lowe SMS clients have not yet decided how they feel about it.

Ian Ferguson, president of Ault Foods’ Industrial Division, the cheese and butter group which includes Black Diamond, Schneider’s and Lactantia brands, says, ‘We’ve been a little concerned about the way we’ve been informed about the acquisition.

‘We feel we’ve intentionally been left in the dark. The Lowe people, we understand, have been instructed not to talk to the clients for a period of time, so we’ve had very little information from which to work.

‘Our first impression is not great because, if these are people in the communications business, we don’t feel they’ve communicated well with us.

‘We’re hopeful it will sort [itself] out,’ says Ferguson.

Alan Cosman, president and ceo of Ferrero Canada, became a client of Lowe SMS in March, 1994 because he felt Prouk’s background with Cadbury was a good fit for his confectionery brands: Ferrero Rocher, Mon Cheri, Nutella, Tic Tac and Kinder.

Cosman says, ‘I need a chance to meet with the new principals and discuss with them the future of the Ferrero business.

‘I haven’t had an opportunity to speak to Mr. Roche but will have a meeting shortly. Then I’ll have a better understanding of what my reaction should be.’

Roche Macaulay clients include the Royal Bank, ikea, Petro-Canada, Pharma Plus and the Canadian Egg Marketing Board.

Lowe SMS brings Braun, Mercedes-Benz, Ralston Purina, Western Union and Ault Foods to the deal.