TORONTO, Feb. 22, 2022 /CNW/ --
- Proposed acquisition anticipated to solidify Sabio's
position in the Connected TV (CTV) market by further strengthening
its analytics capabilities and enabling new revenue streams with
access to exclusive premium content.
- Patented technology validated by premium CTV publishers and
distribution partners, including Sabio.
- Over US$2 million in revenues in
2021, all from CTV.
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STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES IN THE UNITED
STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR
TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN
OFFER OR SALE OF SECURITIES IN THE UNITED
STATES.
Sabio Holdings Inc. (TSXV: SBIO) (the "Company" or
"Sabio"), a leading provider of Connected TV ("CTV")
software solutions, validated by performance, is pleased to
announce that it has entered into a definitive asset purchase
agreement dated February 18 ("Agreement") pursuant to
which a newly formed wholly owned subsidiary of the Company, Sabio
Acquisition Inc., will acquire (the "Acquisition")
substantially all of the assets of Vidillion Inc.
("Vidillion"), a U.S. based CTV supply side platform (SSP),
in a combined stock-and-cash transaction. The aggregate
consideration is valued at approximately up to US$3 million, composed of common shares of the
Company valued at approximately US$1.75
million (the "Share Consideration") and US$1.25 million in cash (the "Cash
Consideration"), subject to customary working capital,
indemnity, and tax adjustments. The Acquisition will be an Arm's
Length Transaction, as such term is defined in the policies of the
TSX Venture Exchange (the "Exchange"), and no finder's fees
are payable in connection with the Acquisition. The Acquisition is
subject to a number of conditions, including the review and
approval of the Exchange.
Both the Cash Consideration and the Share Consideration will be
paid or issued to the vendor on closing of the Acquisition. The
common shares comprising the Share Consideration will be subject to
a lock-up period of six months following the closing of the
Acquisition, which may be extended in the event of post-closing
indemnity claims, in addition to any hold periods or restrictions
under applicable securities laws or the policies of the Exchange.
The price per common share will be calculated using the five-day
volume weighted share price of the common shares of Sabio on the
Exchange immediately prior to the date of closing of the
Acquisition.
Vidillion has established direct relationships with publishers
with access to exclusive inventory across a diverse set of content
verticals. Sabio is currently a customer of Vidillion. The
Acquisition is expected to further expand Sabio's access to premium
CTV inventory and boost gross margins. Having direct
relationships with publishers is also anticipated to provide unique
advertising opportunities within the expanding CTV market.
Sabio's analytics platform, AppScience®, which is powered by its
proprietary household graph of 300 million opt-in mobile devices
and 55 million validated CTV households, stands to further
strengthen its capabilities with the integration of unique data
sets from the Acquisition. AppScience's mobile-first approach to
CTV is anticipated to enable Sabio and Vidillion customers to
improve CTV advertising performance and inventory scale between
platforms with full-funnel, people-based marketing
capabilities.
"We have been working closely with Vidillion for over
a year with a shared belief that consumers, content providers, and
brands deserve a better and more accountable CTV
experience," said Aziz Rahimtoola, CEO and co-founder of
Sabio. "The versatility, scalability, and granular level of
insights of combining our existing AppScience's analytics and
Sabio's proprietary Demand-Side Platform (DSP) with
Vidillion's publisher level data and monetization capabilities is
expected to enhance our current CTV offering, making it one of
the first full-stack CTV solution for marketers and
suppliers."
In addition to scale and distribution across approximately 120
countries, Vidillion boasts a technology stack that includes tools
for ad break optimization, server-side ad insertion (SSAI), content
recognition, and dynamic ad insertion (DAI) with demand side
partner integrations that assist publishers in quickly and easily
finding new ways to monetize their inventory and brands in reaching
greater scale in CTV.
"CTV has become one of the hottest platforms in marketing in
recent years, but we have been a pioneer in the space for over a
decade," said Thomas Engdahl,
President and CEO of Vidillion. "Joining forces with Sabio will
allow for the leveraging of Vidillion's purpose-built technology
and patents to create more impactful campaigns for brands and
better experiences for viewers."
The closing of the transaction, which is targeted to take place
on or around the end of the first quarter of 2022, is subject to
customary closing conditions, including but not limited to, receipt
of approval of the Exchange. Accordingly, there can be no assurance
that the Acquisition will be completed on the terms proposed above
or at all. The Acquisition is anticipated to be funded
through a US$1.25 million draw on the
Company's existing line of credit at an interest rate of the
greater of (i) the Wall Street Journal prime rate plus 1.00% and
(ii) 4.25%. A copy of the definitive agreement will be filed
under the Company's profile on www.sedar.com
About Sabio Holdings
Sabio Holdings Inc. (TSXV: SBIO) is a CTV technology provider
that delivers optimized yield performance via addressable cross
screen solutions built on mobile behavior. The Sabio portfolio is
comprised of the trusted and transparent demand side platform,
Sabio, and the real time measurement and attribution platform,
AppScience®. Together, the companies provide brands and agencies
with end-to-end advertising suites, powered by its proprietary
household graph of more than 300 million mobile devices and 55
million validated CTV households. For more information, visit:
sabioholdingsgroup.com
About Vidillion, Inc.
Vidillion is a leading CTV distribution and ad monetization
service, streaming more than 1,200 TV channels and 10,000 movies
and video clips to approximately 120 countries via the internet to
Amazon FireTV, AppleTV, Roku, and smart TVs. Vidillion aggregates
CTV publishers, distributes their content, and monetizes their
content with advertising. For more information, visit:
vidillion.com
Disclaimer
Neither the Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Use of Non-IFRS Measures
This press release makes
reference to certain non-IFRS (International Financial Reporting
Standards) measures, including, but not limited to, EBITDA. These
measures do not have a standardized meaning prescribed by IFRS or
recognizable under Canadian generally accepted accounting
principles and therefore they may not be comparable to similarly
titled measures presented by other companies and should not be
construed as an alternative to other financial measures determined
in accordance with IFRS. Rather, these non-IFRS measures are
provided as additional information to complement IFRS measures by
providing a further understanding of operations from management's
perspective. Accordingly, non-IFRS measures should not be
considered in isolation nor as a substitute for analysis of
financial information reported under IFRS.
Forward-Looking Statements
This press release may contain certain forward-looking
information and statements ("forward-looking information")
within the meaning of applicable Canadian securities legislation,
that are not based on historical fact, including but not limited
to, statements relating to the completion of the Acquisition,
expected timing of closing of the Acquisition, and the anticipated
impact of the Acquisition on the business of the Company.
Forward-looking information includes, without limitation,
statements containing the words "believes", "anticipates", "plans",
"intends", "will", "should", "expects", "continue", "estimate",
"forecasts", and other similar expressions. Readers are
cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially
from those contemplated by these statements. The Company undertakes
no obligation to comment on analyses, expectations, or statements
made by third-parties in respect of the Company, its securities, or
financial or operating results (as applicable). Although the
Company believes that the expectations reflected in forward-looking
information in this press release are reasonable, such
forward-looking information has been based on expectations,
factors, and assumptions concerning future events that may prove to
be inaccurate and are subject to numerous risks and uncertainties,
certain of which are beyond the Company's control, including but
not limited to, failure to obtain the required approvals for the
Acquisition and failure to complete the Acquisition on the terms
proposed or at all. The Company has assumed that the material
factors referred to herein will not cause such forward-looking
statements and information to differ materially from actual results
or events. However, there can be no assurance that such assumptions
will reflect the actual outcome of such items or factors. All
forward-looking information contained in this press release is
expressly qualified by this cautionary statement and is made as of
the date hereof. The Company disclaims any intention and has no
obligation or responsibility, except as required by law, to update
or revise any forward-looking information, whether as a result of
new information, future events, or otherwise. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities in any jurisdiction.
For further information, please contact: Sabio Holdings Inc.,
Aziz Rahimtoola, Chief Executive
Officer, E-mail: aziz@sabio.inc, Phone: 1.844.974.2662
SOURCE Sabio Holdings Inc.