HOUSTON, Sept. 21,
2023 /PRNewswire/ -- Direct Digital Holdings, Inc.
(Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a
leading advertising and marketing technology platform operating
through its companies Colossus Media, LLC ("Colossus SSP"), Huddled
Masses LLC ("Huddled Masses") and Orange142, LLC ("Orange142"),
today announced that the Company has extended the expiration date
of its previously commenced offer to purchase (the "Offer") all of
its outstanding publicly traded warrants (the "Warrants") to
purchase shares of its Class A common stock, par value $0.001 per share, at a purchase price of
$1.20 in cash, without interest, to
one minute after 11:59 p.m., Eastern
Time, on September 28, 2023,
unless the Company, in its discretion, extends the period of time
during which the Offer will remain open.
As of September 21, 2023,
approximately 95 Warrants have been validly tendered and not
validly withdrawn from the Offer, representing 0.003% of the
outstanding Warrants. Warrant holders who have validly tendered and
not withdrawn their Warrants do not need to re-tender their
Warrants or take any other action in response to the extension of
the tender offer.
Direct Digital Holdings is also soliciting consents (the
"Consent Solicitation") to amend the Warrant Agent Agreement, dated
as of February 15, 2022 (the "Warrant
Agreement"), by and between Direct Digital Holdings
and Equiniti Trust Company, LLC (formerly American Stock
Transfer & Trust Company, LLC (the "Transfer Agent"), which
governs all of the Warrants, to permit Direct Digital Holdings to
redeem each outstanding Warrant for $0.35 in cash, without interest, which is
approximately 71% less than the price applicable to the Offer (such
amendment, the "Warrant Amendment"). Pursuant to the terms of the
Warrant Agreement, the adoption of the Warrant Amendment will
require the consent of holders of at least 50.1% of the outstanding
Warrants. In order to tender the Warrants in the Offer and receive
$1.20 in cash for each of their
Warrants, holders of the Warrants are required to consent to the
Warrant Amendment. Tendered Warrants may be withdrawn by holders at
any time prior to the Expiration Date. The Company's obligation to
complete the Offer is conditioned on the tender of at least 50.1%
of the outstanding Warrants.
The Offer and Consent Solicitation are being made pursuant to a
Second Amended and Restated Offer to Purchase dated September 21, 2023, and Schedule TO, originally
filed on August 29, 2023, as amended
and supplemented, each of which has been filed with the SEC and
more fully set forth the terms and conditions of the Offer and
Consent Solicitation.
The Company's Class A common stock and Warrants are listed on
The Nasdaq Stock Market LLC under the symbols "DRCT" and "DRCTW,"
respectively. As of August 29. 2023,
a total of 3,217,800 Warrants were outstanding.
Stifel, Nicolaus & Company, Incorporated has been appointed
as the Dealer Manager for the Offer and Consent Solicitation, D.F.
King, Co., Inc. ("D.F. King") has been appointed as the Information
Agent for the Offer and Consent Solicitation, and Equiniti Trust
Company, LLC has been appointed as the Depositary for the Offer and
Consent Solicitation. All questions concerning tender procedures
and requests for additional copies of the offer materials,
including the letter of transmittal and consent should be directed
to D.F. King.
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Offer to Purchase will be
available free of charge at the website of the SEC at www.sec.gov.
Requests for documents may also be directed to D.F. King at (866)
796-1290 (toll-free) or drct@dfking.com.
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants. The Offer and Consent Solicitation are being
made only through the Schedule TO and Offer to Purchase, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Offer to Purchase.
Holders of the Warrants are urged to read the Schedule TO and
Offer to Purchase carefully before making any decision with respect
to the Offer and Consent Solicitation because they contain
important information, including the various terms of, and
conditions to, the Offer and Consent Solicitation.
None of Direct Digital Holdings, any of its management or its
board of directors, or the Dealer Manager or the Information Agent
or Depositary or any other person makes any recommendation as to
whether or not Warrant holders should tender Warrants for exchange
in the Offer or consent to the Warrant Amendment in the Consent
Solicitation. Warrant holders must make their own decision as to
whether to tender their Warrants and, if so, how many Warrants to
tender.
About Direct Digital Holdings
Direct Digital Holdings (Nasdaq: DRCT), owner of operating
companies Colossus SSP, Huddled Masses, and Orange 142, brings
state-of-the-art sell- and buy-side advertising platforms together
under one umbrella company. Direct Digital Holdings' sell-side
platform, Colossus SSP, offers advertisers of all sizes extensive
reach within general market and multicultural media properties. The
Company's subsidiaries Huddled Masses and Orange142 deliver
significant ROI for middle market advertisers by providing
data-optimized programmatic solutions at scale for businesses in
sectors that range from energy to healthcare to travel to financial
services. Direct Digital Holdings' sell- and buy-side solutions
manage on average over 136,000 clients monthly, generating
approximately 250 billion impressions per month across display,
CTV, in-app and other media channels.
Forward Looking Statements
This press release may contain forward-looking statements within
the meaning of federal securities laws and which are subject to
certain risks, trends and uncertainties.
As used below, "we," "us," and "our" refer to the Company. We
use words such as "could," "would," "may," "might," "will,"
"expect," "likely," "believe," "continue," "anticipate,"
"estimate," "intend," "plan," "project" and other similar
expressions to identify forward-looking statements, but not all
forward-looking statements include these words. All statements
contained in this press release that do not relate to matters of
historical fact should be considered forward-looking
statements.
All of our forward-looking statements involve estimates and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the forward-looking
statements. Our forward-looking statements are based on assumptions
that we have made in light of our industry experience and our
perceptions of historical trends, current conditions, expected
future developments and other factors we believe are appropriate
under the circumstances. Although we believe that these
forward-looking statements are based on reasonable assumptions,
many factors could affect our actual operating and financial
performance and cause our performance to differ materially from the
performance expressed in or implied by the forward-looking
statements, including, but not limited to: our dependence on the
overall demand for advertising, which could be influenced by
economic downturns; any slow-down or unanticipated development in
the market for programmatic advertising campaigns; the effects of
health epidemics; operational and performance issues with our
platform, whether real or perceived, including a failure to respond
to technological changes or to upgrade our technology systems; any
significant inadvertent disclosure or breach of confidential and/or
personal information we hold, or of the security of our or our
customers', suppliers' or other partners' computer systems; any
unavailability or non-performance of the non-proprietary
technology, software, products and services that we use;
unfavorable publicity and negative public perception about our
industry, particularly concerns regarding data privacy and security
relating to our industry's technology and practices, and any
perceived failure to comply with laws and industry self-regulation;
restrictions on the use of third-party "cookies," mobile device IDs
or other tracking technologies, which could diminish our platform's
effectiveness; any inability to compete in our intensely
competitive market; any significant fluctuations caused by our high
customer concentration; our limited operating history, which could
result in our past results not being indicative of future operating
performance; any violation of legal and regulatory requirements or
any misconduct by our employees, subcontractors, agents or business
partners; any strain on our resources, diversion of our
management's attention or impact on our ability to attract and
retain qualified board members as a result of being a public
company; our dependence, as a holding company, on receiving
distributions from Direct Digital Holdings, LLC to pay our taxes,
expenses and dividends; the satisfaction of the conditions to the
Offer, including the minimum tender condition; and other factors
and assumptions discussed in the "Risk Factors," "Management's
Discussion and Analysis of Financial Conditions and Results of
Operations" and other sections of our filings with the Securities
and Exchange Commission that we make from time to time. Should one
or more of these risks or uncertainties materialize or should any
of these assumptions prove to be incorrect, our actual operating
and financial performance may vary in material respects from the
performance projected in these forward-looking statements. Further,
any forward-looking statement speaks only as of the date on which
it is made, and except as required by law, we undertake no
obligation to update any forward-looking statement contained in
this press release to reflect events or circumstances after the
date on which it is made or to reflect the occurrence of
anticipated or unanticipated events or circumstances, and we claim
the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Contacts:
Investors:
Brett
Milotte, ICR
Brett.Milotte@icrinc.com
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SOURCE Direct Digital Holdings