TORONTO and NEW YORK, June 15,
2018 /CNW/ - AcuityAds Holdings Inc. (TSXV: AT) ("AcuityAds"
or the "Company"), a technology leader that provides targeted
digital media solutions by leveraging its proprietary AI technology
to enable advertisers to connect intelligently with audiences
across video, mobile, social and online display advertising
campaigns, is pleased to announce that it has completed the
previously announced acquisition of ADman Interactive S.L. ("ADman
Media"), the largest video Supply Side Platform (SSP) for
Spanish-speaking markets in Europe
and Latin America, and has closed
a new CDN$7.3 million term loan.
ADman Media Acquisition
Under the terms of the definitive agreement, the Company has
acquired 100% of ADman Media for approximately €1.8 million in
cash, approximately €0.5 million worth of shares of AcuityAds (the
"Shares") being paid at closing (which is subject to post-closing
working capital adjustments) and an earn-out with a maximum payout
of €12.0 million based on certain financial targets for the
calendar years 2018, 2019 and 2020.
The Company believes the acquisition of ADman Media:
- Expands the Company's total addressable market by entering the
publisher-direct video supply market;
- Provides complementary and incremental revenue opportunities
for the Company to leverage ADman Media's unique inventory and
video ad streaming platform in the U.S., which is the second
largest Spanish-speaking country in the world, according to the
Instituto Cervantes; and
- Extends the Company's global footprint across 9 additional
markets in Europe, Latin America and the U.S.
The Company intends to leverage its expanded global footprint to
position itself as the premiere advertising platform for brands
seeking to reach Spanish-speaking audiences
in Europe, Latin America and the United States. In addition to this
existing market opportunity, the Company intends to extend this
unique and differentiated technology offering beyond
Spanish-speaking markets.
New Term Loan
The Company has also obtained a CDN$7.3
million subordinated term loan (the "Loan") from a group of
private lenders (the "Lenders"). The Loan was made pursuant to a
credit agreement dated as of June 15,
2018, between a subsidiary of the Company, and the Lenders
(including certain executives and directors of the Company, as well
as other arm's length and non-arm's length parties). The Company is
using the funds from the Loan to complete the Adman Media
acquisition (approximately CDN$2.7
million), repay approximately CDN$0.8
million of existing higher-cost term loans, and for general
corporate purposes including funding continued growth.
The Loan is subordinate to the Company's existing credit
facility with Silicon Valley Bank and has a term of two years. The
Loan accrues interest at the rate of 12.0% per annum and, subject
to the final approval of the TSX Venture Exchange (the "TSXV"), the
Lenders were issued an aggregate of 2,420,990 warrants (the
"Warrants") as bonus warrants in connection with the Loan. Each
Warrant entitles the Lender to acquire one Share for a period of
two years at an exercise price of CDN$1.01, which represents the closing price of
the Shares on June 14, 2018.
AcuityAds also agreed to pay a nominal fee to two eligible finders
assisting in the Loan.
"We are thrilled to be adding ADman Media and its team to the
AcuityAds family. Adman Media's supply side offerings are
very complementary to our demand side offerings and together
provide publishers and advertisers a more holistic and powerful
suite of solutions to enable more effective execution of their
digital advertising initiatives," stated Tal Hayek, CEO and Co-founder of AcuityAds.
"This acquisition also expands our global footprint and provides
incremental revenue growth opportunities in the U.S. market by
leveraging ADman Media's unique inventory and video ad streaming
platform. In addition, we are pleased to have secured this
new Loan which validates the tremendous opportunity in our business
going forward."
The acquisition of ADman Media and the Loan remain subject to
the final approval of the TSXV. The Shares issued in connection
with the ADman Media acquisition and the Warrants are subject to a
statutory four month hold period. A material change report in
respect of the Loan will be filed by the Company. The material
change report will be filed less than 21 days prior to the closing
of the transactions, which is consistent with market practice and
the Company deems reasonable in the circumstances.
About ADman Media
Founded in 2010, ADman Media has developed a video Supply Side
Platform (SSP) for native formats. ADman Media's video SSP
solution enables the seamless distribution of advertisers' video
content through high quality publishers to achieve optimum
engagement with audiences and maximize publisher revenues. ADman
Media is headquartered in Spain
and has sales offices in the U.S., France, Argentina, Brazil, Chile, Colombia and Mexico.
About AcuityAds:
AcuityAds is a leading technology company that provides
marketers a powerful and holistic solution for digital advertising
across all ad formats and screens to amplify reach and Share
of Attention® throughout the customer journey. Via its unique,
data-driven insights, real-time analytics and industry-leading
activation platform based on proprietary machine
learning technology, AcuityAds leverages an integrated
ecosystem of partners for data, inventory, brand safety and
fraud prevention, offering unparalleled, trusted solutions
that the most demanding marketers require to be successful in
the digital era.
AcuityAds is headquartered in Toronto,
Canada with offices in New York
City and Boston,
Chicago, Los Angeles, San
Francisco, San Diego,
Vancouver, Calgary, Montreal and London,
England. For more information, visit AcuityAds.com.
Disclaimer in regards to Forward-looking Statements
Certain statements included herein constitute "forward-looking
statements" within the meaning of applicable securities laws.
Forward-looking statements include, but are not limited to,
statements with respect to the results following completion of the
acquisition of ADman Media, including ADman Media's expected
revenue and contribution to financial performance, and the final
approval of the TSXV. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by management at this time, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievement of the Company
to be materially different from any future results, performance or
achievements express or implied by such forward-looking statements.
Such factors include, among other things, the achievement by ADman
Media of certain financial targets and the ability of the Company
to leverage its existing credit facilities and/or enter into new
facilities to fund the acquisition. Investors are cautioned not to
put undue reliance on forward-looking statements. Except as
required by law, AcuityAds does not intend, and undertakes no
obligation, to update any forward-looking statements to reflect, in
particular, new information or future events.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE AcuityAds Holdings Inc.
