Announcement • Feb 14
Flashtalking, Inc. completed the acquisition of Innovid Corp. (NYSE:CTV) from a group of shareholders. Flashtalking, Inc. entered into a definitive agreement to acquire Innovid Corp. (NYSE:CTV) from a group of shareholders for approximately $510 million on November 21, 2024. Flashtalking will acquire Innovid at a price of $3.15 per share of common stock in a transaction with an enterprise value of approximately $500 million, and an equity value of ~$525 million. The sell-side termination fee equates to $17 million. The buy-side termination fee equates to $42 million. Zvika Netter, Chief Executive Officer & Founder of Innovid, will lead the combined ad tech organization as Chief Executive Officer reporting to Bill Wise, Co-Founder & Chief Executive Officer of Mediaocean. Grant Parker, who currently runs Flashtalking, will be President of the combined ad tech organization reporting to Netter. Netter will also join the board of Mediaocean. Funds managed by affiliates of CVC Capital Partners and Charlesbank Capital Partners entered into an equity commitment letter with Mediaocean pursuant to which they have severally committed to provide equity financing in an aggregate amount equal to $47 million. Certain financial institutions have severally committed to provide an affiliate of Mediaocean with a $350 million senior secured first lien term loan facility and a $50 million increase to the existing revolving facility commitments.
The transaction was unanimously approved by Innovid's board of directors. The transaction is subject to the approval of Innovid's shareholders. The transaction is subject to the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The shareholders of Innovid approved the transaction at special meeting held on February 11, 2025. The transaction is expected to close in early 2025.
Deutsche Bank Securities Inc. acted as financial advisor to Mediaocean. Oliver Brahmst, Michael A. Deyong and Daniel Kozin of White & Case LLP acted as legal advisor to Mediaocean. Bain & Company and 3C Ventures acted as strategic advisor to Mediaocean. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to Innovid. Innovid has agreed to pay Evercore a fee for its services in the amount of approximately $8.9 million, of which $1.0 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon consummation of the Merger. Joshua M. Dubofsky, Josh Dubofsky, Eyal Orgad, Eric Kamerman, Adam Kestenbaum, Wesley Lepla, Jessica Cohen, Robert Blamires, Zachary Rowen, Scott Ollivierre, Ruchi Gill and Jana Dammann de Chapto of Latham & Watkins LLP acted as legal advisor to Innovid. Innovid has retained Sodali & Co. to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $35,000. Continental Stock Transfer & Trust Company acted as Transfer Agent for Innovid.
Flashtalking, Inc. completed the acquisition of Innovid Corp. (NYSE:CTV) from a group of shareholders on February 13, 2025. Recent Insider Transactions Derivative • Jan 21
Chief Financial Officer notifies of intention to sell stock Anthony Callini intends to sell 23k shares in the next 90 days after lodging an Intent To Sell Form on the 21st of January. If the sale is conducted around the recent share price of US$3.11, it would amount to US$70k. Since March 2024, Anthony's direct individual holding has increased from 49.75k shares to 187.20k. Company insiders have collectively bought US$2.8k more than they sold, via options and on-market transactions, in the last 12 months. 
