공시 • Feb 03
Outbrain Inc. (NasdaqGS:OB) completed the acquisition of Teads S.A. from Altice Teads S.a. for approximately $900 million.
Outbrain Inc. (NasdaqGS:OB) signed a term sheet to acquire Teads S.A. from Altice Teads S.a. for $1 billion on April 26, 2024. Outbrain Inc. (NasdaqGS:OB) entered into a definitive agreement to acquire Teads S.A. from Altice Teads S.a. for $1 billion on August 1, 2024. Total estimated consideration for the Teads acquisition is approximately $1 billion, on a cash free, debt free basis, including an upfront payment of $725 million, subject to standard adjustments, and a deferred cash payment of $25 million and $105 million of convertible preferred equity. Teads has net income of $95.8 million, Adjusted EBITDA of $168.7 million. Upon closing of the transaction, David Kostman, Chief Executive Officer of Outbrain, will serve as Chief Executive Officer of the combined company, with current Teads Co-Chief Executive Officers, Bertrand Quesada and Jeremy Arditi serving as Co-Presidents. Outbrain chief operating officer Asaf Porat will be Chief Operating Officer, leading the integration of the two companies. Altice, the current owner of Teads, will appoint two board members (one non-affiliated) in addition to Outbrain’s existing eight. Outbrain intends to finance the transaction with existing cash resources and $750 million in committed debt financing from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd., subject to customary funding conditions. Outbrain will also issue to Altice 35 million shares of common stock, valued at approximately $169 million based on a one-month volume-weighted average price (VWAP) of Outbrain’s common stock as of July 30, 2024, of $4.82, and $105 million in convertible preferred equity. The convertible preferred equity to be issued to Altice will accrue dividends on a quarterly basis at a rate of 10% per annum, payable in cash or payment-in-kind at Outbrain’s option. The initial conversion price is $10.00 per share (subject to customary adjustments). Additionally, Outbrain obtained commitments from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd. for a $100 million revolving credit facility, a portion of which will be available to pay a portion of the cash consideration for the transaction and related fees and expenses, and which will otherwise be available for working capital and general corporate purposes. Outbrain will pay termination fee of $40 million The transaction has been unanimously approved by the Boards of Directors of Outbrain and Teads. The transaction is expected to be completed in the first quarter of 2025 and is subject to customary closing conditions, including the receipt of Outbrain stockholder approval and regulatory approvals. As of September 19, 2024, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was expired with respect to the Transaction on September 16, 2024. As of November 6, 2024, The CMA is considering whether it is or may be the case that this transaction, if carried into effect, will result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation may be expected to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services. CMA issuing preliminary invitation to comment to interested parties to submit views on the impact that the transaction have. Invitation to comments closes on November 20, 2024. As on December 5, 2024, Outbrain at its special meeting of shareholders (the “Special Meeting”) held earlier today, Outbrain shareholders voted to approve the issuance of 35 million shares of common stock and 10.5 million Series A Convertible Preferred Shares, which are convertible into common stock, in connection with the acquisition of Teads S.A. (the “Share Issuance Proposal”). The transaction remains subject to customary closing conditions, including regulatory approvals, and is expected to close during the first quarter of 2025.
Goldman Sachs & Co. LLC. is acting as lead financial advisor to Outbrain with Jefferies LLC and Mizuho also acting as financial advisors. Meitar Law Offices, Bryan Cave Leighton Paisner and Nicholas A. Dorsey, Joseph D. Zavaglia and Arvind Ravichandran of Cravath Swaine & Moore LLP are acting as legal advisors to Outbrain in connection with the financing of the transaction. Dohyun Kim, Thomas W. Greenberg and Armand W. Grumberg of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal adviser to Altice Teads S.A. Laurent Borey, Jason Bazar, Lucas Giardelli, Nicolas Danan, Debbie Hoffman and Louis Nayberg of Mayer Brown acted as legal advisor to Altice in the transaction. Kelvin Ross of Morgan Stanley acted as financial advisor to Teads in the transaction. Goldman Sachs & Co. LLC acted as fairness opinion provider for Outbrain Inc. Sodali & Co acted as proxy solicitor to Outbrain against a fee of $30,000.
Outbrain Inc. (NasdaqGS:OB) completed the acquisition of Teads S.A. from Altice Teads S.a. for approximately $900 million on February 3, 2025. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain. Under the revised terms, there is no deferred cash payment or convertible preferred equity component. The revised terms have meaningfully reduced the level of required debt financing and simplified the transaction structure. Outbrain intends to finance the transaction with existing cash resources and $625 million in committed debt financing from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd., subject to customary funding conditions. Altice will nominate two directors to the board of Outbrain and will be bound by a stockholder agreement with Outbrain containing arrangements and restrictions concerning voting and disposition of the shares issued to Altice. The two companies will merge their respective branding and performance offerings to create the omnichannel outcomes platform for the open internet, and will operate under the name Teads.
