Form SCHEDULE 13D - General Statement of Acquisition of Beneficial Ownership
February 10 2025 - 5:37PM
Edgar (US Regulatory)
Exhibit 24.1
LIMITED POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Natacha Marty, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to:
1. Execute for and on behalf of each of the undersigned individual and entities (each, a “Filer” and collectively, the “Filers”) (i) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, (ii) Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;
2. Do and perform any and all acts for and on behalf of each of the Filers which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 (including amendments thereto), Form 144, or Schedule 13D or 13G (including amendments thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, a Filer, it being understood that the documents executed by such attorney-in-fact on behalf of such Filer pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
Each of the Filers hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes a Filer might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. Each of the Filers acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such Filer, is not assuming any of such Filer’s responsibilities to comply with Sections 13 or 16 of the Exchange Act or Rule 144 under the Securities Act.
This Limited Power of Attorney shall remain in full force and effect until a Filer is no longer required to file Forms 3, 4, and 5 (including amendments thereto), Form 144, and Schedules 13D and 13G (including amendments thereto) with respect to such Filer’s holdings of and transactions in securities issued by Outbrain Inc., unless earlier revoked by such Filer in a signed writing delivered to the foregoing attorney-in-fact.
[Signature page follows]
IN WITNESS WHEREOF, each of the undersigned has caused this Limited Power of Attorney to be executed as of this 10th day of February, 2025.
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ALTICE TEADS S.A.
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By:
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/s/ Malo Corbin
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Name:
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Malo Corbin
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Title:
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Director A
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ALTICE TEADS S.A.
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By:
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/s/ Emilie Schmitz
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Name:
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Emilie Schmitz
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Title:
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Director B
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ALTICE INTERNATIONAL S.À R.L.
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By:
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/s/ Dennis Okhuijsen
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Name:
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Dennis Okhuijsen
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Title:
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Chairman of the Board of Managers
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ALTICE INTERNATIONAL S.À R.L.
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By:
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/s/ Emilie Schmitz
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Name:
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Emilie Schmitz
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Title:
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Manager
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ALTICE LUXEMBOURG S.A.
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By:
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/s/ Malo Corbin
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Name:
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Malo Corbin
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Title:
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Director A
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ALTICE LUXEMBOURG S.A.
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By:
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/s/ Emilie Schmitz
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Name:
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Emilie Schmitz
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Title:
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Director B
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ALTICE GROUP LUX S.À R.L.
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By:
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/s/ Dennis Okhuijsen
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Name:
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Dennis Okhuijsen
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Title:
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Manager A
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ALTICE GROUP LUX S.À R.L.
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By:
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/s/ Emilie Schmitz
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Name:
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Emilie Schmitz
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Title:
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Manager B
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NEXT ALT S.À R.L.
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By:
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/s/ Patrick Drahi
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Name:
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Patrick Drahi
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Title:
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Manager A
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NEXT ALT S.À R.L.
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By:
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/s/ Laurent Godineau
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Name:
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Laurent Godineau
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Title:
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Manager B
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NEXT LUXEMBOURG S.C.SP
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By its Managing General Partner: Next Luxembourg
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Management GP S.à r.l.
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By:
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/s/ Patrick Drahi
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Name:
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Patrick Drahi
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Title:
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Manager A
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NEXT LUXEMBOURG S.C.SP
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By its Managing General Partner: Next Luxembourg
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Management GP S.à r.l.
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By:
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/s/ Laurent Godineau
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Name:
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Laurent Godineau
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Title:
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Manager B
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NEXT LUXEMBOURG MANAGEMENT GP S.À R.L.
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By:
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/s/ Patrick Drahi
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Name:
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Patrick Drahi
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Title:
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Manager A
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NEXT LUXEMBOURG MANAGEMENT GP S.À R.L.
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By:
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/s/ Laurent Godineau
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Name:
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Laurent Godineau
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Title:
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Manager B
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By:
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/s/ Patrick Drahi
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Patrick Drahi
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Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of the common stock of Outbrain Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement and may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Dated: February 10th, 2025
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ENTITIES:
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ALTICE TEADS S.A.
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ALTICE INTERNATIONAL S.À R.L.
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ALTICE LUXEMBOURG S.A.
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ALTICE GROUP LUX S.À R.L.
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NEXT ALT S.À R.L.
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NEXT LUXEMBOURG S.C.SP
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NEXT LUXEMBOURG MANAGEMENT GP S.À R.L.
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By:
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/s/ Natacha Marty |
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Name:
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Natacha Marty, as attorney-in-fact for the above listed entities
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INDIVIDUALS:
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PATRICK DRAHI
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By:
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/s/ Natacha Marty |
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Name:
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Natacha Marty, as attorney-in-fact for the above listed individual
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Exhibit 99.6
Executive Officers and Directors of Altice Teads S.A.
Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg
Name:
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Title:
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Malo Corbin (citizen of France)
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Director A
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Natacha Marty (citizen of France)
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Director A
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Emilie Schmitz (citizen of France)
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Director B
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Executive Officers and Directors of Altice International S.à r.l.
Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg
Name:
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Title:
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Dennis Okhuijsen (citizen of the Netherlands)
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Chairman of the Board of Managers and Manager
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Gerrit Jan Bakker (citizen of the Netherlands)
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Manager
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Malo Corbin (citizen of France)
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Manager
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Emilie Schmitz (citizen of France)
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Manager
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Executive Officers and Directors of Altice Luxembourg S.A.
Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg
Name:
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Title:
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Dennis Okhuijsen (citizen of the Netherlands)
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Chairman of the Board of Directors and Director A
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Gerrit Jan Bakker (citizen of the Netherlands)
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Director A
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Malo Corbin (citizen of France)
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Director A
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Emilie Schmitz (citizen of France)
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Director B
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Executive Officers and Directors of Altice Group Lux S.à r.l.
Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg
Name:
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Title:
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Dennis Okhuijsen (citizen of the Netherlands)
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Manager A
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Emilie Schmitz (citizen of France)
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Manager B
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Executive Officers and Directors of Next Alt S.à r.l.
Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg
Name:
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Title:
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Patrick Drahi (citizen of Israel)
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Manager A
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Laurent Godineau (citizen of France)
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Manager B
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Executive Officers and Directors of Next Luxembourg S.C.Sp
Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg
Name:
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Title:
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Next Luxembourg Management GP S.à r.l.
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Managing General Partner
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Executive Officers and Directors of Next Luxembourg Management GP S.à r.l.
Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg
Name:
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Title:
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Patrick Drahi (citizen of Israel)
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Manager A
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Laurent Godineau (citizen of France)
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Manager B
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