DEFM14A: Innovid to be Acquired by Mediaocean for $3.15 Per Share in Cash

Innovid Corp. is set to be acquired by Mediaocean LLC in a merger deal where stockholders will receive $3.15 per share in cash.

Summary

• Innovid Corp. has entered into a definitive agreement to be acquired by Mediaocean LLC.
• Under the terms of the agreement, Mediaocean will acquire Innovid for $3.15 per share in cash.
• This represents a 94% premium to Innovid's closing price on November 20, 2024, and a 72% premium over the 90-day volume weighted average trading price.
• The Innovid board has unanimously approved the merger and recommends that stockholders vote in favor of the transaction.
• The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions, including stockholder and regulatory approvals.
• A special meeting of stockholders will be held on February 11, 2025, to vote on the merger agreement.
• Upon completion of the merger, Innovid will become a privately held company and a wholly owned subsidiary of Mediaocean.

Sentiment

Score: 8

Explanation: The document is positive due to the high premium offered to stockholders and the unanimous approval of the board. However, there are some risks associated with the transaction, such as the possibility that it may not close.

Positives

• Stockholders will receive a significant premium for their shares.
• The merger provides certainty of value and immediate liquidity to Innovid Stockholders.
• The Innovid board believes the merger is in the best interests of the company and its stockholders.
• Evercore rendered an opinion to the Innovid Board that the Per Share Price to be received by the holders of Innovid Common Stock (other than holders of Owned Company Shares and Dissenting Shares) in the Merger was fair, from a financial point of view, to such holders.

Negatives

• Innovid will cease to be a publicly traded company.
• Stockholders will no longer have any rights as stockholders of Innovid (except for appraisal rights).
• The merger is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction from closing.

Risks

• The merger may not be completed if the closing conditions are not satisfied or waived.
• Regulatory agencies may delay, object to, challenge or seek to enjoin the merger.
• Potential litigation relating to the merger could be instituted against Innovid, Parent or their respective directors, managers or officers.
• Disruptions from the merger could harm Innovid's business.
• Innovid may be unable to retain and hire key personnel.
• Business uncertainty during the pendency of the merger could affect Innovid's financial performance.
• Significant transaction costs associated with the merger could arise.
• The merger may be more expensive to complete than anticipated.
• The occurrence of any event, change or other circumstance could give rise to the termination of the Merger Agreement.

Future Outlook

The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions.

Management Comments

• The Innovid Board has unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Innovid and the holders of shares of Innovid Common Stock.

Industry Context

The announcement comes amid increasing consolidation in the ad-tech industry, as companies seek to gain scale and offer more comprehensive solutions to advertisers.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• However, the premium offered in the acquisition can be compared to other recent deals in the ad-tech space.
• Comparable companies in the ad-tech industry include The Trade Desk, Magnite, and PubMatic.
• The document does not provide enough information to compare the financial performance of Innovid to these companies.

Legal Proceedings

• As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger.

Related Party Transactions

• Concurrently with the execution of the Merger Agreement, TopCo entered into the Contribution and Exchange Agreement with the Rollover Holder, Mr. Zvika Netter, Innovids Chief Executive Officer, pursuant to which, upon the terms and subject to the conditions thereof, the Rollover Holder will, immediately prior to the Effective Time, contribute to TopCo a number of shares of Innovid Common Stock in exchange for, or otherwise subscribe and purchase, newly issued equity interests of Topco.

Stakeholder Impact

• Stockholders will receive a significant premium for their shares.
• Employees will be offered continued employment and benefits.
• Customers and partners may experience changes as a result of the merger.

Next Steps

• Stockholders will vote on the merger agreement at a special meeting on February 11, 2025.
• The parties will seek regulatory approvals.
• The parties will work to satisfy the remaining closing conditions and complete the merger in the second quarter of 2025.

Key Dates

Keywords

merger, acquisition, innovid, mediaocean, stockholders, agreement, shares, cash, premium, board, approval, closing, regulatory