Combined Company Will Connect the Programmatic
and TV Ecosystems, Unifying Audience-Based and Performance-Focused
Advertising for Buyers and Sellers
NEW
YORK, April 1, 2024 /CNW/ -- Cadent, one of
the largest independent solutions providers for converged TV
advertising, today announced a definitive agreement to acquire all
outstanding shares of AdTheorent Holding Company,
Inc. (Nasdaq: ADTH), a machine learning pioneer and industry
leader delivering measurable value for programmatic advertisers,
for a cash consideration of $3.21 per
share.
The combination of Cadent and AdTheorent will create one of the
largest independent omnichannel audience activation platforms for
buyers and sellers of advertising. The newly formed entity will
focus on providing expanded performance advertising solutions that
cater to both digital and traditional TV markets, powered by
advanced machine learning and a unified media and data
marketplace.
"Together, Cadent and AdTheorent will enable our
customers to drive performance across all strategic audiences, no
matter where they consume media or where they are in the sales
funnel," said Nick Troiano, CEO of
Cadent. "We will connect the worlds of programmatic and TV,
providing solutions across our partner ecosystem that will drive
next-generation omnichannel reach and performance results."
Upon closing, the combined company will serve nearly 1,000
advertisers, and partner with leading holding companies, agency
groups, independent agencies, and premium publishers. In
addition, AdTheorent's leadership in ID-independent machine
learning and algorithmic audience solutions, combined with Cadent's
cookieless household identity graph uniquely positions the combined
company to be at the forefront of unifying fragmented
audiences.
"AdTheorent's customer-focused culture, award-winning technology
and commitment to innovation has helped our team build a strong
brand that is a recognized leader in performance-first programmatic
advertising," said James Lawson, CEO
of AdTheorent. "In Cadent, we've found a partner with a shared
commitment to delivering measurable results for customers, and a
complementary vision for the future of omnichannel advertising. In
an increasingly competitive and evolving adtech sector, we are
excited to bring together our teams, technology, and solutions to
drive continued value to our customers and our employees."
Novacap, the Montreal-based
private equity firm which acquired Cadent in August 2023, provided strategic services and
funding support to Cadent for the transaction.
"Novacap accelerates growth companies through strategic
investments. We're pleased to empower the Cadent and AdTheorent
teams to further their vision of building a leading omnichannel
audience platform, by providing the foundational resources
necessary to complete a transaction of this scale," said
Samuel Nasso, Partner at Novacap,
and Chairman of the Board of Cadent.
The transaction is subject to customary closing conditions and
completion of regulatory review and AdTheorent shareholder
approval. The transaction has been approved by the AdTheorent Board
of Directors and is expected to close in approximately 90 days.
Moelis & Company LLC is acting as lead financial advisor to
Cadent. RBC Capital Markets also is acting as a financial advisor,
and Baker Botts LLP is providing legal counsel. 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.
About Cadent
Cadent connects the TV advertising
ecosystem. We help advertisers and publishers identify and
understand audiences, activate campaigns, and measure what matters
– across any TV content or device. Aperture, our 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 AdTheorent
AdTheorent (Nasdaq: ADTH) uses advanced machine learning
technology to deliver impactful advertising campaigns for
marketers. AdTheorent's 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 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 five
consecutive years. Additionally, AdTheorent is the only
seven-time recipient of Frost & Sullivan's "Digital Advertising
Leadership Award." AdTheorent is headquartered in New York, with fourteen locations across
the United States and
Canada. For more information, visit adtheorent.com.
Additional Information and Where to Find It:
AdTheorent 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 AdTheorent.
This communication is not intended to be, and is not, a substitute
for the proxy statement or any other document that AdTheorent 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 AdTheorent 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
AdTheorent'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 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 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
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; 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 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.
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SOURCE Cadent