AcuityAds to Acquire ADman Media

ADman Media is the Largest Video Supply Side Platform for Spanish-speaking Markets

TORONTO and NEW YORK, Feb. 28, 2018 /CNW/ - AcuityAds Holdings Inc. (TSXV:AT) ("AcuityAds" or the "Company"), a technology leader that provides targeted digital media solutions by leveraging its proprietary AI technology to enable advertisers to connect intelligently with audiences across video, mobile, social and online display advertising campaigns, is pleased to announce that it has entered into a definitive agreement to acquire ADman Interactive S.L. ("ADman Media"), the largest video Supply Side Platform (SSP) for Spanish-speaking markets in Europe and Latin America.    

The Company believes that this acquisition:

• Expands the Company's total addressable market by entering the publisher-direct video supply market
• Provides complementary and incremental revenue opportunities for the Company to leverage ADman Media's unique inventory and video ad streaming platform in the U.S., which is the second largest Spanish-speaking country in the world, according to the Instituto Cervantes.
• Extends the Company's global footprint across 9 additional markets in Europe, Latin America and the U.S.

AcuityAds intends to leverage its expanded global footprint to position itself as the premiere advertising platform for brands seeking to reach Spanish-speaking audiences in Europe, Latin America or the United States.  In addition to this tremendous market opportunity, AcuityAds also fully intends to extend this unique and differentiated technology offering beyond the Spanish-speaking markets currently served by ADman Media.

This acquisition also enables AcuityAds to expand its total addressable market in the digital advertising ecosystem by gaining more control of the publisher-direct, advertising supply chain.  Through direct access to premium publisher inventory, AcuityAds will be able to offer clients access to unique, people-based targeting solutions and high-quality media that is expected to measurably improve media effectiveness and return on advertising spend (ROAS).

About ADman Media

Founded in 2010, ADman Media has developed a video Supply Side Platform (SSP) for native formats.  ADman Media's video SSP solution enables the seamless distribution of advertisers' video content through high quality publishers to achieve optimum engagement with audiences and maximize publisher revenues.  ADman Media is headquartered in Spain and has sales offices in the U.S., France, Argentina, Brazil, Chile, Colombia and Mexico.

"The ADman Media team has built a leadership position in the core markets that they serve with their video SSP which maximizes revenue for publishers more efficiently versus other video solutions in the market," stated Tal Hayek, Chief Executive Officer of AcuityAds.  "This acquisition will complement our industry leading AI-powered programmatic offerings for brands and agencies with a unique and differentiated publisher-direct offering and will enable AcuityAds to participate in a larger share of the digital advertising ecosystem to help advertisers and publishers drive greater returns from their digital spend."

Marcos Luengo, Co-Founder & Chief Executive Officer of ADman Media stated, "We are excited to be joining forces with AcuityAds, a recognized industry leader in programmatic advertising.  I believe that by leveraging AcuityAds' technology offerings as well as its large U.S. client base and sales force, this transaction will provide a tremendous growth opportunity for our combined offerings with both publishers and advertisers." 

Transaction Highlights

• This acquisition is in line with AcuityAds' stated strategic priorities to actively pursue acquisition targets that strategically fit the Company's vision and foster long-term growth in both revenue and profitability.
• AcuityAds will acquire 100% of the common stock of ADman Media, an arm's length party, in exchange for a combination of cash and earn-outs.
• In 2017, ADman Media delivered approximately 55% of its revenue in Europe and 45% in Latin America and the U.S.
• Under the terms of the definitive agreement, the acquisition is an all-cash deal and ADman Media's shareholders will receive an initial cash payment of €1.7 million (net of working capital adjustments and assumed long-term, which will be verified after closing). The remainder of the purchase price to be paid over a three year period if ADman Media reaches certain targets, with approximately 50% to be paid if ADman Media meets or exceeds certain contribution margin targets and the other 50% to be paid if ADman Media meets or exceeds certain revenue growth targets, to a maximum of €12.0 million.
• AcuityAds intends to finance the acquisition by leveraging available credit facilities. In addition, the Company may require equity financing to complete the acquisition.
• The acquisition is expected to be accretive to the Company's financial performance in 2018, excluding one-time transaction and integration costs.
• The closing of the acquisition is expected to be completed in the second calendar quarter of 2018.
• Closing remains subject to the satisfaction of certain pre-closing conditions, including the approval of the TSX Venture Exchange and satisfactory financing arrangements.

About AcuityAds:

AcuityAds is a technology company that enables marketers to connect intelligently with their most meaningful audiences through digital media. A Self-Serve programmatic marketing platform, powered by proprietary machine learning technology, is at the core of its business, accompanied by a patented solution for mobile targeting that leverages social data. AcuityAds empowers marketers by offering transparency on costs and brand safety, and real-time reporting and analytics, bringing accountability to programmatic advertising to deliver business results.

AcuityAds is headquartered in Toronto, Canada with offices across North America including New York City, Boston, Chicago, Los Angeles, San Francisco, Las Vegas, Vancouver, Calgary and Montreal.  For more information, visit www.AcuityAds.com.

Disclaimer in regards to Forward-looking Statements

Certain statements included herein constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements with respect to the acquisition of ADman Media, including the source of the proceeds to fund the acquisition, the closing date, ADman Media's expected revenue and contribution to financial performance. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements express or implied by such forward-looking statements. Such factors include, among other things, the achievement by ADman Media of certain financial targets and the ability of the Company to leverage its existing credit facilities and/or enter into new facilities to fund the acquisition. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, AcuityAds does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE AcuityAds Holdings Inc.

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