AUSTIN, Texas, March 22, 2021 /PRNewswire/ -- Digital
Turbine, Inc. (Nasdaq: APPS) announced today that it has entered
into a definitive purchase agreement to acquire approximately 95%
of the shares in Fyber N.V. (Frankfurt Stock Exchange: FBEN,
"Fyber"), a leading mobile advertising monetization platform
empowering global app developers to optimize profitability through
quality advertising. With its proven expertise in mediation
and real-time bidding, Fyber has amassed an extensive network with
more than 180 programmatic demand partners that reach a total of
650 million unique monthly active users across more than 180
different countries globally. The Company's proprietary
technology platform and expertise in mediation, real-time bidding,
advanced analytics tools, and video combine to deliver publishers
and advertisers a uniquely holistic app monetization solution.
The acquisition of Fyber is part of Digital Turbine's expressed
strategy to provide comprehensive media and advertising solutions
for our partners and advertisers while enriching the mobile
experience for end users through native on-device discovery. By
combining Fyber's rapidly growing mediation, exchange and
advertising solutions with Digital Turbine's core native
application and content discovery experiences, the combined company
should be ideally positioned to be a leading end-to-end solution
for mobile brand acquisition and monetization.
Subject to certain closing conditions, the Fyber transaction is
expected to close in the second quarter. Total aggregate
consideration for the transaction calculated for an acquisition of
100% of the outstanding shares in Fyber is $600 million, paid as follows: (1) $150 million in cash to be paid at closing,
subject to purchase price adjustments, (2) $400 million in newly issued shares of common
stock of Digital Turbine to be issued at closing, and (3) an
earn-out payment of $50 million, to
be paid in newly issued Digital Turbine common stock and/or cash,
based on Fyber achieving certain future target net revenues over
the twelve-month period ending on March 31,
2022. The Company intends to pay the initial $150 million cash portion of the purchase price
with a combination of available cash on hand and borrowings under
its existing senior credit facility along with future capital
financing. For a complete, detailed description of the structure
and terms of the transaction, please refer to the 8-K that will be
filed with the Securities and Exchange Commission.
"We are very excited to welcome Fyber to the Digital Turbine
team," said Digital Turbine CEO, Bill
Stone. "Combined with our recently announced AdColony
and Appreciate acquisitions, Fyber represents an extremely valuable
puzzle piece for Digital Turbine to strategically assemble one of
the largest full-stack mobile advertising solutions in the industry
that will be advantageously positioned to leverage the Company's
vast device distribution footprint and array of innovative
products, such as Single-Tap. We believe that we will have
all of the critical elements of a truly unique next-generation
ad-tech ecosystem that, once integrated, will enable Digital
Turbine to play a far more prominent and profitable role in the
fast-growing and secularly-thriving $200+ billion mobile
advertising and connected TV marketplace."
Mr. Stone concluded, "The Fyber team has done an amazing job
architecting and building a highly differentiated and robustly
scalable standalone business. Their strong recent growth and
profitability is a testament to the quality of the Fyber team and
the premium value that the company innovatively delivers to its
platform constituents. We are certainly excited about the
anticipated revenue synergies that Fyber, AdColony and Appreciate
will engender for the combined company, our partners, and our
customers."
"We are thrilled to become part of the team at Digital Turbine,"
said Ziv Elul, CEO of Fyber. "Fyber completed an amazing
turnaround story and became a key monetization partner for top
publishers in 2020. Our focus on publishers, transparency and
unbiased approach plays very well with Digital Turbine's vision and
what the market wants. Digital Turbine's on-device platform is a
unique asset that offers tremendous synergies that our own products
will be able to leverage and continue our exponential growth.
Combined with the AdColony and Appreciate assets, we offer a unique
and profitable growth platform. Most importantly, we are very
encouraged about the similar workplace cultures and approaches that
should facilitate a more seamless integration of the
businesses."
About Digital Turbine, Inc.
Digital Turbine simplifies content discovery and delivers
relevant content directly to consumer devices. The Company's
on-demand media platform powers frictionless app and content
discovery, user acquisition and engagement, operational efficiency
and monetization opportunities. Digital Turbine's technology
platform has been adopted by more than 40 mobile operators and OEMs
worldwide, and has delivered more than three billion app preloads
for tens of thousands of advertising campaigns. The Company is
headquartered in Austin, Texas,
with global offices in Arlington,
Durham, Mumbai, San
Francisco, Singapore and
Tel Aviv. For additional
information visit www.digitalturbine.com.
Follow Digital Turbine:
Twitter: https://twitter.com/DigitalTurbine
Facebook: https://www.facebook.com/DigitalTurbineInc
LinkedIn:
https://www.linkedin.com/company/digital-turbine?trk=tyah&trkInfo=tas:digital+tur
About Fyber N.V.
Fyber N.V. is a leading advertising technology company. It
empowers app developers and digital publishers to generate
business-critical revenue streams with targeted advertising,
enabling them to optimize the yield they generate from advertising.
The company's technology infrastructure reaches more than one
billion monthly active users, providing a channel-neutral
open-access platform for advertisers and publishers. It enables
cross-device advertising with a global reach and a strong focus on
video. Fyber N.V. was founded in 2010 and is headquartered in
Berlin, Germany. The company has
offices globally and is listed on the Prime Standard of Frankfurt
Stock Exchange under the symbol 'FBEN'.
Forward-Looking Statements
This news release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements in this news release that are not statements of
historical fact and that concern future results from operations,
financial position, economic conditions, product releases and any
other statement that may be construed as a prediction of future
performance or events, including financial projections and growth
in various products are forward-looking statements that speak only
as of the date made and which involve known and unknown risks,
uncertainties and other factors which may, should one or more of
these risks uncertainties or other factors materialize, cause
actual results to differ materially from those expressed or implied
by such statements. These factors and risks include:
- a decline in general economic conditions nationally and
internationally
- decreased market demand for our products and services
- market acceptance and brand awareness of our products
- risks associated with indebtedness
- the ability to comply with financial covenants in outstanding
indebtedness
- the ability to protect our intellectual property rights
- risks associated with adoption of our platform among existing
customers (including the impact of possible delays with major
carrier and OEM partners in the roll out for mobile phones
deploying our platform)
- actual mobile device sales and sell-through where our platform
is deployed is out of our control
- risks associated with our ability to manage the business amid
the COVID-19 pandemic
- the impact of COVID-19 on our partners, digital advertising
spend and consumer purchase behavior
- the impact of COVID-19 on our results of operations
- risks associated with new privacy laws, such as the European
Union's GDPR and similar laws which may require changes to our
development and user interface for certain functionality of our
mobile platform
- risks associated with the timing of our platform software
pushes to the embedded bases of carrier and OEM partners
- risks associated with end user take rates of carrier and OEM
software pushes which include our platform
- new customer adoption and time to revenue with new carrier and
OEM partners is subject to delays and factors out of our
control
- risks associated with fluctuations in the number of our
platform slots across US carrier partners
- required customization and technical integration which may slow
down time to revenue notwithstanding the existence of a
distribution agreement
- risks associated with delays in major mobile phone launches, or
the failure of such launches to achieve the scale
- customer adoption that either we or the market may expect
- the difficulty of extrapolating monthly demand to quarterly
demand
- the challenges, given the Company's comparatively small size,
to expand the combined Company's global reach, accelerate growth
and create a scalable, low-capex business model that drives EBITDA
(as well as adjusted EBITDA)
- ability as a smaller company to manage international
operations
- varying and often unpredictable levels of orders; the
challenges inherent in technology development necessary to maintain
the Company's competitive advantage such as adherence to release
schedules and the costs and time required for finalization and
gaining market acceptance of new products
- changes in economic conditions and market demand
- rapid and complex changes occurring in the mobile
marketplace
- pricing and other activities by competitors
- technology management risk as the Company needs to adapt to
complex specifications of different carriers and the management of
a complex technology platform given the Company's relatively
limited resources
- risks and uncertainties associated with the completion and
integration of the acquisition of AdColony, including the
satisfaction of closing conditions
- the impact on our operations and stock price if the acquisition
of AdColony is not completed
- risks and uncertainties associated with the integration of the
acquisition of AdColony, including our ability to realize the
anticipated benefits of the acquisition and the satisfaction of
related earn-out provisions
- risks and uncertainties associated with the completion and
integration of the acquisition of Fyber, including the satisfaction
of closing conditions
- the impact on our operations and stock price if the acquisition
of Fyber is not completed
- risks and uncertainties associated with the integration of the
acquisition of Fyber, including our ability to realize the
anticipated benefits of the acquisition and the satisfaction of
related earn-out provisions
- other risks including those described from time to time in
Digital Turbine's filings on Forms 10-K and 10-Q with the
Securities and Exchange Commission (SEC), press releases and other
communications.
You should not place undue reliance on these forward-looking
statements. The Company does not undertake to update
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Investor Relations Contacts:
Brian Bartholomew
Digital Turbine
brian.bartholomew@digitalturbine.com
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SOURCE Digital Turbine, Inc.