Innovid will Merge with Flashtalking by
Mediaocean to Create a Premier Independent, Omnichannel Ad Tech
Platform
Mediaocean, a foundational partner for omnichannel advertising,
and Innovid (NYSE:CTV), an independent software platform for the
creation, delivery, measurement, and optimization of advertising,
today announced they have entered into a definitive agreement in
which Mediaocean will acquire Innovid. As part of the deal, Innovid
will merge with Flashtalking to create a premier global,
independent, omnichannel ad tech platform.
Mediaocean will acquire Innovid at a price of $3.15 per share of
common stock in a transaction with an enterprise value of
approximately $500 million, and an equity value of ~$525 million.
The acquisition is expected to close in early 2025.
Together, the combined organization will provide a broad array
of complementary offerings, including ad delivery, creative
personalization, measurement, and optimization across channels,
including digital, social, CTV, and linear TV.
Brands today often rely on technology owned by media sellers,
resulting in walled off access to inventory and data, less control
over where their ads appear, and media spend being optimized for
publisher yield. Combining two trusted and innovative platforms –
Innovid and Flashtalking – will empower advertisers with increased
control over data and decisions, more choice in where ad spend can
go, and the right tools and workflows to make media investments
more effective and efficient.
Zvika Netter, CEO & Founder of Innovid, will lead the
combined ad tech organization as CEO reporting to Bill Wise,
Co-Founder & CEO of Mediaocean. Grant Parker, who currently
runs Flashtalking, will be President of the combined ad tech
organization reporting to Netter. Netter will also join the board
of Mediaocean.
“Today’s advertising landscape needs independent technology
companies who can provide a neutral alternative to Google and
interoperate effectively across Big Tech platforms,” said Bill
Wise, Co-Founder & CEO of Mediaocean. “Our Prisma business
provides robust ad infrastructure to the world’s largest brands and
agencies. Now Flashtalking plus Innovid will establish a premier
independent ad tech business with a keen focus on creative and
CTV.”
“From the start, when we founded Innovid 17 years ago, we have
been driven by the belief that advertising can be made better for
all – and this merger represents a key milestone on that journey,
and the people, teams, and passion behind it,” said Zvika Netter,
CEO & Founder, Innovid. “We believe Innovid, Mediaocean, and
Flashtalking represent decades of innovation and integrations of
some of the world’s best technologies. Together, we will be a
partner that brands, agencies, and publishers can rely on to
innovate, drive growth, and build their future.”
“Innovid and Flashtalking are two of the most trusted ad tech
platforms providing business-critical value to advertisers around
the world,” said Grant Parker, President, Flashtalking. “We believe
our solutions engage consumers in the moment and deliver
highly-relevant messages. Combined, we will provide omnichannel
orchestration for brands and agencies – from creative
personalization to media delivery to transparent and trusted
measurement and optimization.”
For Mediaocean, Deutsche Bank Securities Inc. is serving as
financial advisor and White & Case is serving as legal advisor
with Bain & Company and 3C Ventures providing strategic
consulting. For Innovid, Evercore is acting as financial advisor
and Latham & Watkins as legal advisor.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains
forward-looking statements. These forward-looking statements
include, without limitation, statements relating to the proposed
merger of Innovid with Mediaocean (the “Transaction”). These
statements are based on the beliefs and assumptions of the
management of Innovid. Although Innovid believes that its plans,
intentions and expectations reflected in or suggested by these
forward-looking statements are reasonable, it cannot assure you
that it will achieve or realize these plans, intentions or
expectations. These statements constitute projections, forecasts
and forward-looking statements, and are not guarantees of
performance. Such statements can be identified by the fact that
they do not relate strictly to historical or current facts. When
used in this communication, words such as “anticipate,” “believe,”
“can,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “seek,” “should,” “strive,” “target,” “will,”
“would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. Should one or more of a number of
known and unknown risks and uncertainties materialize, or should
any of our assumptions prove incorrect, our actual results or
performance may be materially different from those expressed or
implied by these forward-looking statements. Some factors that
could cause actual results to differ include, but are not limited
to: (i) the completion of the Transaction on anticipated terms and
timing, including obtaining required stockholder and regulatory
approvals, and the satisfaction of other conditions to the
completion of the Transaction; (ii) potential litigation relating
to the Transaction that could be instituted against Mediaocean,
Innovid or their respective directors, managers or officers,
including the effects of any outcomes related thereto; (iii) the
risk that disruptions from the Transaction will harm Innovid’s
business, including current plans and operations; (iv) the ability
of Innovid to retain and hire key personnel; (v) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Transaction; (vi) continued
availability of capital and financing and rating agency actions;
(vii) legislative, regulatory and economic developments affecting
Innovid’s business; (vii) general economic and market developments
and conditions; (ix) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the Transaction that could affect Innovid’s financial performance;
(x) certain restrictions during the pendency of the Transaction
that may impact Innovid’s ability to pursue certain business
opportunities or strategic transactions; (xi) unpredictability and
severity of catastrophic events, including but not limited to acts
of terrorism, pandemics, outbreaks of war or hostilities, as well
as Innovid’s response to any of the aforementioned factors; (xii)
significant transaction costs associated with the Transaction;
(xiii) the possibility that the Transaction may be more expensive
to complete than anticipated, including as a result of unexpected
factors or events; (xiv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Transaction, including in circumstances requiring Innovid to pay a
termination fee or other expenses; (xv) competitive responses to
the Transaction; (xvi) other risks and uncertainties indicated in
this communication, including those set forth under the section
titled “Risk Factors” and those incorporated by reference to our
Annual Report on Form 10-K for the fiscal year ended December 31,
2023, which was filed with the Securities and Exchange Commission
(“SEC”) on February 29, 2024; and (xvii) the risks and
uncertainties that will be described in the Proxy Statement (as
defined herein) available from the sources indicated below. These
risks, as well as other risks associated with the Transaction, will
be more fully discussed in the Proxy Statement. While the list of
factors presented here is, and the list of factors to be presented
in the Proxy Statement will be, considered representative, no such
list should be considered a complete statement of all potential
risks and uncertainties.
These forward-looking statements are based
on information available as of the date of this communication and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing our views as of any subsequent date, and we do not
undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities
laws.
As a result of a number of known and
unknown risks and uncertainties, our actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. You should not place undue
reliance on these forward-looking statements.
Important Additional Information and
Where to Find It
In connection with the Transaction, Innovid will file with the
SEC a Proxy Statement on Schedule 14A (the “Proxy Statement”), the
definitive version of which will be sent or provided to Innovid
stockholders. Innovid may also file other documents with the SEC
regarding the Transaction. This communication is not a substitute
for the Proxy Statement or any other document which Innovid may
file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED
OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION AND RELATED MATTERS. Investors and security holders
may obtain free copies of the Proxy Statement and other documents
(when they become available) that are filed or will be filed with
the SEC by Innovid through the website maintained by the SEC at
www.sec.gov, Innovid’s website at https://investors.innovid.com/ or
by contacting Innovid’s Investor Relations Team at
ir@innovid.com.
Participants in Solicitation
Mediaocean and Innovid and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from Innovid’s stockholders in connection with the proposed
transaction. Information about Innovid’s directors and executive
officers and their ownership of Innovid’s securities is set forth
in Innovid’s filings with the SEC. To the extent that holdings of
Innovid’s securities have changed since the amounts printed in
Innovid’s proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the
proposed transaction may be obtained by reading the proxy
statement/ prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
About Mediaocean
Mediaocean is powering the future of the advertising ecosystem
with technology that empowers brands and agencies to deliver
impactful omnichannel marketing experiences. With hundreds of
billions in annualized ad spend running through its software
products, Mediaocean deploys AI and automation to optimize
investments and outcomes, with its advertising infrastructure and
ad tech tools used by more than 100,000 people across the globe.
Mediaocean owns and operates Prisma, the industry’s trusted system
of record for media management and finance, Flashtalking, an
innovative ad server and creative personalization platform, as well
as Protected by Mediaocean, an MRC-accredited ad verification
solution. Visit www.mediaocean.com for more information.
About Innovid
Innovid (NYSE:CTV) is an independent software platform for the
creation, delivery, measurement, and optimization of advertising
across connected TV (CTV), linear, and digital. Through a global
infrastructure that enables cross-platform ad serving, data-driven
creative, and measurement, Innovid offers its clients always-on
intelligence to optimize advertising investment across channels,
platforms, screens, and devices. Innovid is an independent platform
steering innovation in converged TV innovation, through proprietary
technology and partnerships designed to reimagine TV advertising.
Headquartered in New York City, Innovid serves a global client base
through offices across the Americas, Europe, and Asia Pacific. To
learn more, visit https://www.innovid.com/ or follow us on LinkedIn
or X.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241121251403/en/
Media Innovid Megan
Coyle megan@innovid.com Mediaocean Aaron Goldman
press@mediaocean.com
Innovid (NYSE:CTV)
過去 株価チャート
から 11 2024 まで 12 2024
Innovid (NYSE:CTV)
過去 株価チャート
から 12 2023 まで 12 2024
