お知らせ • Jun 21
Cadent, LLC completed the acquisition of AdTheorent Holding Company, Inc. (NasdaqCM:ADTH) from H.I.G. Growth – AdTheorent, LLC and others.
Cadent, LLC signed a terms sheet to acquire AdTheorent Holding Company, Inc. (NasdaqCM:ADTH) from H.I.G. Growth – AdTheorent, LLC and others on January 23, 2024. Cadent, LLC entered into a definitive agreement to acquire AdTheorent Holding Company, Inc. from H.I.G. Growth – AdTheorent, LLC and others for approximately $310 million on April 1, 2024. Under the terms of the definitive merger agreement AdTheorent’s common stockholders will receive cash consideration of $3.21 per share. The definitive merger agreement also includes a 33-day “go shop” period that will allow AdTheorent to affirmatively solicit alternative proposals from interested parties. Cadent entered into an equity commitment letter with the Novacap Equity Investors. The Novacap Equity Investors have committed to contribute to an aggregate amount in cash of up to $94,030,265, upon the terms and subject to conditions set forth in the equity commitment letter. Fully committed debt financing in support of the transaction is being provided by Royal Bank of Canada, in an amount of up to $80,000,000 and an additional $140,000,000 of debt financing. Upon closing of the transaction, AdTheorent will become a privately held company. In case of termination of the transaction under certain specified circumstances, AdTheorent will be required to pay a termination fee of $11.35 million. The transaction is subject to completion of regulatory review, 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. The transaction is not subject to a financing condition. The transaction has been unanimously approved by AdTheorent’s Board of Directors. The board of directors of Cadent also approved the transaction. The transaction is expected to be completed by the third quarter of 2024. As of May 4, 2024, the “go-shop” period expired and AdTheorent received one acquisition proposal (the “Go-Shop Proposal”) from a third-party (the “Go-Shop Party”), pursuant to which the Go-Shop Party proposed to acquire all outstanding shares of AdTheorent common stock for $3.35 per share in cash. If and when AdTheorent notifies Cadent that the board of directors has determined that the Go-Shop Proposal constitutes a Superior Company Proposal, and that it intends to terminate the Merger Agreement in favor of the Go-Shop Proposal, Cadent will be entitled to certain “match rights” under the Merger Agreement prior to any such termination. There is no assurance that AdTheorent’s receipt of the Go-Shop Proposal will lead to a Superior Company Proposal or an alternative transaction with the Go-Shop Party in lieu of the existing transaction with Cadent. As per filling on May 7, 2024, AdTheorent Holding Company, Inc. announces Expiration of Hart-Scott-Rodino Waiting Period for acquisition by Cadent, LLC. The HSR waiting period expired at 11:59 p.m. on May 6, 2024.Sanjay Chadda, David Istock and Christopher Heasman of Canaccord Genuity LLC is acting as financial advisor and fairness opinion provider and David Lipkin and Thomas P. Conaghan of 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 Neil Torpey, Nicole Perez, Clint Culpepper, Robin Melman, Michael P. Bodosky, Matthew Baker, Luke Pedersen, Steve Marcus, Jeff Wutzke, Paul T. Luther and Aileen M. Hooks of Baker Botts LLP is providing legal counsel to Cadent. RBC Capital Markets, LLC also is acting as a financial advisor to Cadent. Pursuant to the terms of such engagement, AdTheorent agreed to pay Canaccord fees for its services in connection with the Merger in an aggregate amount of approximately $6.5 million, $500,000 payable upon delivery by Canaccord of its opinion and the remainder contingent upon consummation of the Merger. Orrick, Herrington & Sutcliffe LLP, Baker Botts L.L.P. and McDermott Will & Emery LLP also acted as due diligence providers in the transaction.Cadent, LLC completed the acquisition of AdTheorent Holding Company, Inc. (NasdaqCM:ADTH) from H.I.G. Growth – AdTheorent, LLC and others on June 21, 2024.