AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”)
(Nasdaq: ADTH), a machine learning pioneer delivering measurable
value for programmatic advertisers, today announced the expiration
of the waiting period under the Hart-Scott-Rodino (“HSR”) Antitrust
Improvements Act of 1976, with respect to the previously announced
agreement for the Company to be acquired by Cadent, LLC for $3.21
per share in cash, or approximately $324 million.
The HSR waiting period expired at 11:59 p.m. on May 6, 2024,
which was a condition to the closing of the pending
transaction.
About AdTheorent:
AdTheorent uses advanced machine learning
technology and privacy-forward solutions to deliver impactful
advertising campaigns for marketers. AdTheorent's advanced machine
learning-powered media buying platform powers its predictive
targeting, predictive audiences, geo-intelligence, audience
extension solutions and in-house creative capability, Studio AT.
Focused on the predictive value of machine learning models,
AdTheorent's product suite and flexible transaction models allow
advertisers to identify the most qualified potential consumers
coupled with the optimal creative experience to deliver superior
results, measured by each advertiser's real-world business goals.
AdTheorent is headquartered in New York, with fourteen locations
across the United States and Canada.
AdTheorent is consistently recognized with
numerous technology, product, growth and workplace awards.
AdTheorent was named “Best Buy-Side Programmatic Platform” in the
2023 Digiday Technology Awards and was honored with an AI
Breakthrough Award and “Most Innovative Product” (B.I.G. Innovation
Awards) for six consecutive years. Additionally, AdTheorent is the
only seven-time recipient of Frost & Sullivan's “Digital
Advertising Leadership Award.” In September 2023, evidencing its
continued prioritization of its team, AdTheorent was named a
Crain’s Top 100 Best Place to Work in NYC for the tenth consecutive
year. AdTheorent ranked tenth in the Large Employer Category and
26th Overall in 2023. For more information, visit
adtheorent.com.
Additional Information and Where to Find
It:
This release may be deemed to be solicitation
material in respect of the transaction contemplated by the Merger
Agreement (the “proposed merger”). In connection with the proposed
merger, the Company filed its Preliminary Proxy Statement on April
30, 2024. This communication is not a substitute for the
Preliminary Proxy Statement or any other document that AdTheorent
may file with the SEC or send to its stockholders in connection
with the proposed merger. If and when the Company files its proxy
statement in definitive form (the “Definitive Proxy Statement”)
with the SEC, the Company will mail the Definitive Proxy Statement
and a proxy card to each stockholder entitled to vote at the
special meeting relating to the proposed merger. INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S DEFINITIVE
PROXY STATEMENT (IF AND WHEN AVAILABLE), BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders are or will be able to obtain the
documents (if and when available) free of charge at the SEC’s
website at www.sec.gov, or free of charge from the Company by
directing a request to April Scee, Investor Relations at
AdTheorentIR@icrinc.com or (646) 277-1219.
Participants in the
Solicitation:
AdTheorent, Cadent, and their respective
directors, executive officers and other members of management and
employees, under SEC rules, may be deemed to be “participants” in
the solicitation of proxies from stockholders of AdTheorent in
favor of the proposed merger. Additional information about
AdTheorent’s directors and executive officers is set forth in
AdTheorent’s Form 10-K/A for the year ended December 31, 2023,
which was filed with the SEC on April 25, 2024 (the “Form 10-K/A”).
To the extent holdings of AdTheorent’s securities by its directors
or executive officers have changed since the amounts set forth in
the Form 10-K/A, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC. Additional
information concerning the interests of AdTheorent’s participants
in the solicitation, which may, in some cases, be different than
those of AdTheorent’s stockholders generally, will be set forth in
the Definitive Proxy Statement relating to the proposed merger if
and when it becomes available.
No Offer or Solicitation:
This release is not intended to and shall not
constitute an offer to buy or sell or the solicitation of an offer
to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any offer, solicitation or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made in the United States absent registration
under the Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements.
Forward Looking Statements:
This release contains “forward-looking
statements” within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate or imply future
results, performance or achievements, and may contain words such as
“believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,”
“plan,” or words or phrases with similar meaning. Such statements
may also include statements regarding the completion of the
proposed merger and the expected timing of the completion of the
proposed merger, the management of AdTheorent upon completion of
the proposed merger and AdTheorent’s plans upon completion of the
proposed merger. Forward-looking statements should not be read as a
guarantee of future performance or results and will not necessarily
be accurate indications of the times at, or by, which such
performance or results will be achieved. Forward-looking statements
are based on current expectations, forecasts and assumptions that
involve risks and uncertainties, including, but not limited to, the
market for programmatic advertising developing slower or
differently than AdTheorent’s expectations, the demands and
expectations of clients and the ability to attract and retain
clients and other economic, competitive, governmental and
technological factors outside of AdTheorent’s control, that may
cause AdTheorent’s business, strategy or actual results to differ
materially from the forward-looking statements. Actual future
results, performance or achievements may differ materially from
historical results or those anticipated depending on a variety of
factors, some of which are beyond the control of AdTheorent,
including, but not limited to, the occurrence of any event, change
or other circumstances that could give rise to the termination of
the Merger Agreement, including under circumstances that would
require the Company to pay a termination fee; the inability to
complete the proposed merger due to the failure to obtain
stockholder approval for the proposed merger or the failure to
satisfy other conditions to completion of the proposed merger;
risks related to disruption of management’s attention from
AdTheorent’s ongoing business operations due to the proposed
merger; unexpected costs, charges or expenses resulting from the
proposed merger; AdTheorent’s ability to retain and hire key
personnel in light of the proposed merger; certain restrictions
during the pendency of the proposed merger that may impact
AdTheorent’s ability to pursue certain business opportunities or
strategic transactions; the ability of the buyer to obtain the
necessary financing arrangements set forth in the commitment
letters received in connection with the proposed merger; potential
litigation relating to the proposed merger that could be instituted
against the parties to the Merger Agreement or their respective
directors, managers or officers, including the effects of any
outcomes related thereto; the effect of the announcement of the
proposed merger on AdTheorent’s relationships with its customers,
operating results and business generally; and the risk that the
proposed merger will not be consummated in a timely manner, if at
all. AdTheorent refers you to the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of the Company’s Form 10-K for the fiscal year
ended December 31, 2023, and comparable sections of the Company’s
Quarterly Reports on Form 10-Q and other filings, which have been
filed with the SEC and are available on the SEC’s website at
www.sec.gov. All of the forward-looking statements made in this
report are expressly qualified by the cautionary statements
contained or referred to herein. The actual results or developments
anticipated may not be realized or, even if substantially realized,
they may not have the expected consequences to or effects on
AdTheorent or its business or operations. Readers are cautioned not
to rely on the forward-looking statements contained in this report.
Forward-looking statements speak only as of the date they are made
and AdTheorent does not undertake any obligation to update, revise
or clarify these forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be
required by applicable law.
Investor Contact:David
DeStefano, ICRAdTheorentIR@icrinc.com(203) 682-8383
Press Contact:Melanie Berger,
AdTheorentmelanie@adtheorent.com (850) 567-0082
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