AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”)
(Nasdaq: ADTH), a machine learning pioneer delivering measurable
value for programmatic advertisers, today announced that the third
party that had submitted a non-binding acquisition proposal to
acquire the Company for $3.35 per share has withdrawn such
proposal, and has informed the Company that it does not intend to
submit another acquisition proposal. This proposal had been
submitted during the go-shop period that followed AdTheorent’s
announcement of the execution of a definitive merger agreement (the
“Merger Agreement”) pursuant to which 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, agreed to acquire all
outstanding shares of AdTheorent common stock for $3.21 per share
in cash, or approximately $324 million.
The Company recently disclosed that the waiting period under the
Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976
expired on May 6, 2024. Expiration of the HSR waiting period was a
condition to the closing of the pending transaction with
Cadent.
The Company and Cadent continue to remain subject to the Merger
Agreement, and pursuant thereto, the Company intends to mail as
promptly as reasonably practicable a definitive proxy statement to
its stockholders in connection with a special meeting of
stockholders to approve the Cadent transaction.
About AdTheorent:
AdTheorent uses advanced machine learning technology and
privacy-forward solutions to deliver impactful advertising
campaigns for marketers. AdTheorent’s advanced machine
learning-powered media buying platform powers its predictive
targeting, predictive
audiences, geo-intelligence, 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.
Additional Information and Where to Find
It:
This release may be deemed to be solicitation material in
respect of the transaction contemplated by the Merger Agreement
(the “proposed merger”). In connection with the proposed merger,
the Company filed its Preliminary Proxy Statement on April 30,
2024. This communication is not a substitute for the Preliminary
Proxy Statement or any other document that AdTheorent may file with
the SEC or send to its stockholders in connection with the proposed
merger. When the Company files its proxy statement in definitive
form (the “Definitive Proxy Statement”) with the SEC, the Company
will mail the Definitive Proxy Statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
proposed merger. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE COMPANY’S DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE), BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. Investors and security holders are or will be able
to obtain the documents (when available) free of charge at the
SEC’s website at www.sec.gov, or free of charge from the Company by
directing a request to David DeStefano, Investor Relations at
AdTheorentIR@icrinc.com or (203) 682-8383.
Participants in the Solicitation:
AdTheorent, Cadent, and their respective directors, executive
officers and other members of management and employees, under SEC
rules, may be deemed to be “participants” in the solicitation of
proxies from stockholders of AdTheorent in favor of the proposed
merger. Additional information about AdTheorent’s directors and
executive officers is set forth in AdTheorent’s
Form 10-K/A for the year ended December 31, 2023,
which was filed with the SEC on April 25, 2024 (the
“Form 10-K/A”). To the extent holdings of AdTheorent’s
securities by its directors or executive officers have changed
since the amounts set forth in the Form 10-K/A, such
changes have been or will be reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information concerning the
interests of AdTheorent’s participants in the solicitation, which
may, in some cases, be different than those of AdTheorent’s
stockholders generally, will be set forth in the Definitive Proxy
Statement relating to the proposed merger when it becomes
available.
No Offer or Solicitation:
This release is not intended to and shall not constitute an
offer to buy or sell or the solicitation 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
Securities Act of 1933, as amended, or pursuant to an exemption
from, or in a transaction not subject to, such registration
requirements.
Forward Looking Statements:
This release 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
AdTheorent’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
AdTheorent’s control, that may cause AdTheorent’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,
including under circumstances that would require the Company to pay
a termination fee; 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. AdTheorent refers you to the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of the Company’s Form 10-K for the
fiscal year ended December 31, 2023, and comparable sections
of the Company’s Quarterly Reports on Form 10-Q and other
filings, which have been filed with the SEC and are available on
the SEC’s website at www.sec.gov. All of the forward-looking
statements made in this report are expressly qualified by the
cautionary statements contained or referred to herein. The actual
results or developments anticipated may not be realized or, even if
substantially realized, they may not have the expected consequences
to or effects on AdTheorent or its business or operations. Readers
are cautioned not to rely on the forward-looking statements
contained in this report. Forward-looking statements speak only as
of the date they are made and AdTheorent does not undertake any
obligation to update, revise or clarify these forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by applicable law.
Investor Contact:
David DeStefano,
ICRAdTheorentIR@icrinc.com(203) 682-8383
Press Contact:
Melanie Berger,
AdTheorentmelanie@adtheorent.com(850) 567-0082
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