Innovid Announces Filing of Registration Statement on Form S-4 in Connection With Its Proposed Business Combination with ION Acquisition Corp. 2 Ltd.
August 05 2021 - 8:49AM
Innovid, a leading independent ad delivery and measurement platform
for connected TV, today announced that ION Acquisition Corp. 2 Ltd.
(NYSE: IACB) (“ION”) has filed with the U.S. Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
(the “Registration Statement”), which contains a preliminary proxy
statement/prospectus, in connection with the previously announced
proposed business combination with Innovid. The Registration
Statement provides important information about ION, Innovid and the
proposed business combination, but has not yet become effective and
is subject to change.
ION’s Class A common stock is currently traded on NYSE under the
symbol “IACB.” In connection with the closing of the transaction,
subject to approval, Innovid’s common stock is expected to be
publicly listed under the ticker symbol “CTV.” Completion of the
transaction, which is expected in the fourth quarter of 2021, is
subject to approval by ION’s shareholders, the Registration
Statement being declared effective by the SEC, and other customary
closing conditions.
Forward-Looking Statements Legend
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Innovid Inc. (“Innovid”) and Ion
Acquisition Corp 2 Ltd. (“ION”), including statements regarding the
benefits of the transaction, the anticipated timing of the
transaction, the services offered by Innovid and the markets in
which it operates, and Innovid’ projected future results. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: Innovid’s ability to maintain and expand relationships
with advertisers; the decrease and/or changes in CTV audience
viewership behavior; the failure to make the right investment
decisions or the failure to innovate and develop new solutions that
are adopted by advertisers and/or partners; Innovid’s estimates of
market opportunity, forecasts of market growth and projections of
future financial performance; Innovid’s sales and marketing efforts
requiring significant investments and long sales cycles; failure to
manage growth effectively; the business combination not be
satisfied on a timely basis or at all, and other risks and
uncertainties indicated from time to time in the proxy
statement/prospectus, including those under “Risk Factors” therein,
and in Ion’s other filings with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Innovid and ION
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Innovid nor ION gives any
assurance that either Innovid or ION will achieve its
expectations.
Additional Information
This communication is being made in respect of the proposed
transaction involving Innovid Inc. (“Innovid”) and Ion Acquisition
Corp. 2 Ltd. (“ION”). This document does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction, Innovid has filed with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
that includes a preliminary proxy statement/prospectus subject to
completion in connection with ION’s solicitation of proxies for the
vote by ION’s shareholders with respect to the proposed transaction
and other matters as may be described in the registration
statement. Innovid and ION also plan to file other documents with
the SEC regarding the proposed transaction and a definitive proxy
statement/prospectus will be made available or mailed to holders of
shares of ION’s Class A ordinary shares. The preliminary proxy
statement/prospectus subject to completion, as well as other
filings containing information about Innovid and ION are available
without charge at the SEC’s Internet site (http://www.sec.gov).
Copies of the definitive proxy statement/prospectus can also be
obtained, when available, without charge, from Innovid’s website at
http://www.innovid.com. Copies of the definitive proxy
statement/prospectus can be obtained, when available, without
charge, from ION’s website at https://www.ion-am.com/spac2.
Participants in Solicitation
ION and Innovid and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from
Ion’s stockholders in connection with the proposed transaction.
Information about Ion’s directors and executive officers and their
ownership of Ion’s securities is set forth in Ion’s filings with
the SEC. To the extent that holdings of Ion’s securities have
changed since the amounts printed in Ion’s proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/ prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
About ION Acquisition Corporation
The Company is a blank check company incorporated for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. While the Company may pursue a business
combination target in any business or industry, the Company intends
to focus on the rapidly growing universe of Israeli companies and
entrepreneurs that apply technology and innovation to our everyday
lives. The Company is sponsored by ION Holdings 2, LP, an affiliate
of ION Asset Management Ltd
About Innovid
Innovid is a leading independent omni-channel advertising and
analytics platform built for television. We use data to enable the
personalization, delivery, and measurement of ads across the widest
breadth of channels in the market including TV, video, display,
social, audio, and DOOH. Our platform seamlessly connects all
media, delivering superior advertising experiences across the
audience journey. Innovid serves a global client base of brands,
agencies, and publishers through fifteen offices across the
Americas, Europe, and Asia Pacific. For more information visit
www.innovid.com.
Contacts
Investors:The Blueshirt Group, for Innovid
investors@innovid.com
Press:Stephanie Genopr@innovid.com
ION Acquisition Corp:Avrom
Gilbertavrom@ion-am.com
ION Acquisition Corp 2 (NYSE:IACB)
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