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AcuityAds gains meaningful footprint in the
high-growth programmatic video advertising market
Pro-forma TTM Revenue for the combined organization
exceeded CDN $75 million
TORONTO, March 9, 2017 /CNW/ - AcuityAds Holdings
Inc. (TSXV:AT,OTCQB:ACUIF) ("AcuityAds" or the "Company"), a
technology leader that provides targeted digital media solutions
enabling advertisers to connect intelligently with audiences across
mobile, video, social and display, is pleased to announce that it
has entered into a definitive agreement (subject to certain
pre-closing conditions) to acquire Visible Measures Corporation
("Visible Measures"), a Boston-based programmatic platform provider
for analytics-led video advertising.
It is expected that the acquisition of Visible Measures will
help AcuityAds gain a more meaningful footprint in the high growth
video advertising marketplace. Additionally, this transaction will
provide AcuityAds with a strong foundation to capture a greater
share of the high-potential, programmatic TV market.
According to eMarketer, the digital video advertising segment
which topped $10 billion in the U.S.
alone in 2016 is expected to approach $20
billion by 2020 and by 2018, U.S. advertisers are projected
to spend $4.43 billion on
programmatic TV ads.
By leveraging Visible Measures' patented video analytics
toolset, alongside AcuityAds' world-class media execution platform,
marketers will have access to one single pane of glass to
successfully manage all of their digital marketing
initiatives.
The Visible Measures platform is fueled by a proprietary dataset
and patented programmatic technology that combines five trillion
data points to reach more than 500 million unique monthly users
across 600,000 web and mobile properties. Utilizing these
robust datasets and analytics tools, advertisers can optimize their
ad spend based on competitive data collected in real-time, enabling
these same advertisers to maximize ROI and boost market-share.
Since 2009, Visible Measures has collected data on over
22,000 video campaigns from 6,000 unique advertisers, and has
studied consumer behavior from four trillion video views. As
a result, the Visible Measures True Reachâ (www.truereach.org)
offering has become an industry recognized, MRC (Media Rating
Council) accredited metric for video advertising
campaigns.
The acquisition of Visible Measures is an all-cash transaction
valued at USD $10 million. The
cash at closing may be adjusted to meet certain working capital
requirements and standard hold-backs for representations and
warranties provided on behalf of the sellers.
For the year ending December 31,
2016, unaudited pro-forma trailing twelve months (TTM)
revenue for the combined organization exceeded CDN $75 million.
"We are pleased to announce the second acquisition for AcuityAds
in the last 6 months, this time, in the fast-growing video
advertising segment," stated Tal
Hayek, CEO of AcuityAds. "The addition of Visible
Measures and their industry leading video analytics technology is a
great fit and complement to Acuity's Self-Serve programmatic
marketing platform for marketers looking to leverage a 'one-stop'
shop for all their digital marketing needs. We look forward to
welcoming the Visible Measures team and their clients to AcuityAds
as we strive to offer marketers the best solutions available to
enable them to target and connect more effectively with their
audiences across all channels and devices."
"Since our founding in 2005, our vision has always been to build
the leading measurement and analytics platform to enable marketers
to maximize the effectiveness of video advertising," stated
Brian Shin, CEO of Visible
Measures. "It has been an amazing journey in building Visible
Measures into the company that exists today with a blue-chip
customer base and extensive partnerships and I am incredibly proud
of the team and our accomplishments. I firmly believe that in
joining AcuityAds, advertisers will gain access to the industry's
most comprehensive suite of technology offerings to address their
digital marketing needs more successfully."
AcuityAds will acquire 100% of Visible Measures' outstanding
common stock in exchange for cash in the amount of USD $10 million. It is expected that this
transaction will be completed on or about March 31, 2017, but closing remains subject to,
among other things, the approval of the TSX Venture Exchange (the
"TSXV"), Visible Measures' shareholders, and the satisfaction of
certain pre-closing conditions. The Boards of each of
AcuityAds and Visible Measures have unanimously voted in favor of
this transaction.
The purchase price for the acquisition of Visible Measures will
be satisfied with the net proceeds of the Offering (defined below)
and by way a new USD $10 million
Revolving Line of Credit with Silicon Valley Bank.
In order to finance a portion of the acquisition of Visible
Measures, AcuityAds has entered into an agreement with a syndicate
of underwriters co-led by Paradigm Capital Inc. ("Paradigm") and
Haywood Securities Inc., ("Haywood") and including Gravitas
Securities Inc. and Echelon Wealth Partners (the "Underwriters"),
pursuant to which the Underwriters have agreed to purchase, on a
bought deal private placement basis, 2,206,000 common shares
("Shares") of AcuityAds, at a price of $3.40 per Share (the "Offering Price") for
aggregate gross proceeds of approximately CDN $7.5 million (the "Offering").
In addition, AcuityAds has also granted the Underwriters an
over-allotment option (the "Option") to purchase up to an
additional 330,900 Shares (representing 15% of the base
Offering) at the Offering Price exercisable in whole or in part at
any time 48 hours prior to the closing of the Offering. If
the Option is exercised in full, an additional approximately
$1,125,000 will be raised pursuant to
the Offering and the aggregate gross proceeds of the Offering will
be approximately $8,625,000.
The Offering is expected to close on or about March 31, 2017 and is subject to certain
conditions including, but not limited to, the closing of the
acquisition of Visible Measures and the receipt of all necessary
approvals including approval of the TSXV. On closing, AcuityAds
will pay the Underwriters a commission equal to 6% of the gross
proceeds of the Offering in cash, and will issue such number of
broker warrants equal to 6% of the number of Shares sold in the
Offering. Each broker warrant will be exercisable into Shares
at the Offering Price for a period of two years from the closing
date.
A copy of the Definitive Agreement will be filed on the
Company's SEDAR profile at www.sedar.com.
Ov2 Securities Inc. acted as exclusive financial advisor to
AcuityAds on this transaction, and will receive an advisory fee of
USD $100,000. A Director
of AcuityAds is also a principal of Ov2 Securities Inc.
About Visible Measures
Visible Measures, the leading content advertising technology
provider, enables brands to better compete for consumer engagement
by maximizing their Share of Attention relative to media spend in
video content advertising. The company's platform is fueled by a
massive proprietary dataset, as well as patented programmatic
technology that combines five trillion data points to reach more
than 500 million unique monthly users across 600,000 web and mobile
properties. World class advertisers and brands successfully rely on
Visible Measures' video content advertising platform every day to
drive unmatched consumer engagement worldwide. For more
information, visit www.visiblemeasures.com
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
sales offices in New York
City, Boston, Chicago, Los Angeles, San
Francisco, San Diego, Vancouver, Calgary, Montreal and London. For more
information, visit AcuityAds.com.
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 closing of the acquisition of
Visible Measures and the Offering, the use of proceeds of the
Offering and the closing date of the Offering. All forward-looking
statements in this news release are 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 Visible Measures of
certain financial targets and the timing, size and completion of
the Offering. 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 Inc.