AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”)
(Nasdaq: ADTH), a machine learning pioneer delivering measurable
value for programmatic advertisers, and Cadent, LLC (“Cadent”), a
leading provider of platform-based converged TV advertising
solutions and a portfolio company of Novacap, one of North
America’s established private equity firms, today announced that
they have entered into a definitive agreement under which a wholly
owned subsidiary of Cadent will acquire the Company in an all-cash
transaction. Upon closing of the transaction, AdTheorent will
become a privately held company.
Under the terms of the definitive merger agreement, which has
been unanimously approved by AdTheorent’s Board of Directors (the
“Board”), the Company’s common stockholders will receive cash
consideration of $3.21 per share. The transaction
represents an equity value for the Company of approximately $324
million and represents a 17% premium to the 60-day volume weighted
average stock price as of March 28, 2024 and a 27% premium to the
90-day volume weighted average stock price as of March 28, 2024.
The definitive merger agreement also includes a 33-day “go shop”
period that will allow the Company to affirmatively solicit
alternative proposals from interested parties.
“The AdTheorent Board determined that this transaction delivers
immediate, certain and significant value to the Company’s
shareholders reflecting the tremendous commitment and work of our
employees and stakeholders,” said Eric Tencer, AdTheorent’s
Chairman of the Board. “The transaction and the upcoming “go shop”
process underscores the Board’s commitment to maximizing value for
shareholders.”
James Lawson, CEO of AdTheorent, said, “The transaction
validates the actions and investments we have made to best position
AdTheorent in our target markets since becoming a public company
two years ago. The partnership with Cadent and Novacap will provide
AdTheorent additional scale and resources for continued success as
part of a private company.”
Transaction Details:
The transaction is expected to be completed by the third quarter
of 2024 and is subject to approval by AdTheorent's stockholders,
expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well
as other customary closing conditions. Upon completion of the
transaction, AdTheorent common stock will no longer be listed on
the Nasdaq Stock Exchange or trade in any other public market.
Fully committed debt financing in support of the transaction is
being provided by Royal Bank of Canada. The transaction is not
subject to a financing condition.
The definitive merger agreement includes a 33-day “go-shop"
period that will expire at 11:59 PM ET on May 4, 2024, which
permits AdTheorent and its financial advisor to actively solicit
and consider alternative acquisition proposals. There can be no
assurance that this process will result in a superior proposal, and
the Company does not intend to disclose developments with respect
to the “go-shop" process unless and until it determines such
disclosure is appropriate or is otherwise required.
H.I.G. Growth Partners, LLC and its affiliated investors, along
with members of the AdTheorent Board and management who together
own or control approximately 40% of the Company’s outstanding
shares, have each entered into a voting and support agreement
pursuant to which they have agreed, among other things, to vote
their respective shares of AdTheorent common stock in favor of the
transaction.
Advisors:
Canaccord Genuity is acting as financial advisor and McDermott
Will & Emery LLP is acting as legal counsel to AdTheorent in
connection with the proposed transaction. Moelis & Company LLC
is acting as lead financial advisor, and Baker Botts LLP is
providing legal counsel to Cadent.
About AdTheorent:
AdTheorent uses advanced machine learning technology to deliver
impactful advertising campaigns for marketers. AdTheorent's
advanced machine learning-powered media buying platform powers its
predictive targeting, predictive audiences 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.
About Cadent:
Cadent connects the TV advertising ecosystem. Cadent helps
advertisers and publishers identify and understand audiences,
activate campaigns, and measure what matters – across any TV
content or device. Aperture, the company’s converged TV platform,
simplifies cross-screen advertising through a streamlined workflow
that brings together identity, data, and inventory with hundreds of
integrated partners. For more information, visit cadent.tv.
About Novacap:
Founded in 1981, Novacap is a leading North American private
equity firm with over C$8B of AUM that has invested in more than
100 platform companies and completed more than 150 add-on
acquisitions. Applying its sector-focused approach since 2007 in
Industries, TMT, Financial Services, and Digital Infrastructure,
Novacap’s deep domain expertise can accelerate company growth and
create long-term value. With experienced, dedicated investment and
operations teams as well as substantial capital, Novacap has the
resources and knowledge that help build world-class businesses.
Novacap has offices in Montreal, Toronto, and New York.
For more information, please visit www.novacap.ca.
Additional Information and Where to Find
It:
The Company intends to file with the Securities and Exchange
Commission (the “SEC”) a preliminary proxy
statement and furnish or file other materials with the SEC in
connection with the proposed transaction. Once the SEC completes
its review of the preliminary proxy statement, a definitive proxy
statement will be filed with the SEC and mailed to the stockholders
of the Company. This communication is not intended to be, and is
not, a substitute for the proxy statement or any other document
that the Company may file with the SEC in connection with the
proposed transaction. BEFORE MAKING ANY VOTING DECISION,
ADTHEORENT’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION.
The proxy statement and other relevant materials (when they
become available), and any other documents filed by the Company
with the SEC, may be obtained free of charge at the SEC’s website
at www.sec.gov. In addition, security holders will be able to
obtain free copies of the proxy statement from AdTheorent by going
to the Company’s Investor Relations page on its corporate website
at www.adtheorent.com.
No Offer or Solicitation:
This release is not intended to and shall not constitute an
offer to buy or sell the solicitations 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
U.S. Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements.
Participants in the Solicitation:
This communication does not constitute a solicitation of proxy,
an offer to purchase or a solicitation of an offer to sell any
securities. AdTheorent and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the stockholders of AdTheorent in connection with the proposed
transaction. Information regarding the interests of these directors
and executive officers in the transaction will be included in the
proxy statement described above. Additional information regarding
the directors and executive officers of AdTheorent is included in
the AdTheorent proxy statement for its 2023 Annual Meeting, which
was filed with the SEC on April 12, 2023, and is supplemented by
other public filings made, and to be made, with the SEC by
AdTheorent. To the extent the holdings of AdTheorent securities by
AdTheorent’s directors and executive officers have changed since
the amounts set forth in the proxy statement for its 2023 Annual
Meeting, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the interests in the transaction of
AdTheorent’s participants in the solicitation, which may, in some
cases, be different than those of AdTheorent’s stockholders
generally, will be included in AdTheorent’s proxy statement
relating to the proposed transaction when it becomes available.
These documents are available free of charge at the SEC’s website
at www.sec.gov and at the Investor Relations page on
AdTheorent's corporate website at www.adtheorent.com.
Forward Looking Statements:
This communication 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 the
Company’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 the
Company's control, that may cause the Company'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; 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.The Company does not intend and undertakes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by applicable law. Investors are referred to AdTheorent's filings
with the Securities and Exchange Commission, including its Annual
Report on Form 10-K and any subsequent filings on Forms 10-Q or
8-K, for additional information regarding the risks and
uncertainties that may cause actual results to differ materially
from those expressed in any forward-looking statement.
Investor Contact:
David DeStefano, ICRAdTheorentIR@icrinc.com(203) 682-8383
Press Contact:
Melanie Berger, AdTheorentmelanie@adtheorent.com (850)
567-0082
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