Closing of $11.7
Million Bought Deal Financing Including Full Exercise of
Over-Allotment Option
The acquisition of Visible Measures places
AcuityAds among the leaders in the video advertising
marketplace
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 31, 2017 /CNW/ - AcuityAds Holdings Inc.
("AcuityAds" or the "Company") (TSXV:AT, OTCQB:ACUIF), a technology
leader that enables advertisers to connect intelligently with
audiences across video, mobile, social and online display
advertising campaigns is pleased to announce that it has completed
its previously announced acquisition (the "Acquisition") of Visible
Measures Corp. ("Visible Measures"), a Boston-based leading programmatic platform
provider for analytics-led video advertising.
"We are extremely excited about the integration of Visible
Measures' video analytics technology into Acuity's world-class
media execution platform and are looking forward to seeing the
compelling advantages of offering their services to our existing
clients," said Tal Hayek, CEO of
AcuityAds. "Video advertising is the fastest growing segment of the
digital advertising market and the addition of Visible Measures'
offerings significantly bolsters our video footprint and enhances
our value proposition for marketers as an industry-leading
multi-channel platform for all of their digital advertising
initiatives."
Business Opportunity
Visible Measures has had a longstanding reputation as a leading
source for video advertising effectiveness. Visible Measures'
MRC-accredited, True Reach®
offering combines views of an original video upload, with its
related user-uploaded content on YouTube, Facebook, Vimeo,
DailyMotion and hundreds of other web properties. By
aggregating views across the web and surfacing user-uploaded
derivatives, Visible Measures' True Reach®
metric tells the most comprehensive story of a video's performance
and its true reach and impact.
These insights, combined with spend data and the ability to
track and analyze changes in video ad spend, media noise, and
shifts in consumer attention, enable brands to determine the
overall effectiveness of their campaigns relative to their
competitors. The benefits to marketers include being able to
control spend dynamically and with pin-point precision while
maximizing campaign efficiency.
AcuityAds has developed an industry leading, ultra-intuitive,
SaaS-based Self-Serve programmatic marketing platform and, as a
result of the Acquisition, AcuityAds expects to be able to
successfully meet the needs of the world's most demanding digital
marketers by offering them:
- access to a rich data set of unparalleled insights and data
analytics regarding their video campaigns to improve consumer
attention and market share;
- the most comprehensive multi-channel programmatic activation
platform to help them achieve optimum ROI from their digital
advertising spend; and
- deep domain experience in video, ad tech/programmatic media and
big data analytics for all their digital marketing
initiatives.
Acquisition Highlights
AcuityAds has acquired, through a wholly-owned subsidiary, 100%
of Visible Measures outstanding stock in exchange for an upfront
cash payment of approximately US$10
million (the "Cash Consideration"). The Cash
Consideration paid at closing of the Acquisition was adjusted to
meet certain working capital requirements and standard hold-backs
for representations and warranties provided on behalf of the
sellers.
As of December 31, 2016, Visible
Measures had trailing 12-month ("TTM") revenue of approximately
US$20 Million.
The purchase price for the Acquisition has been satisfied by way
of the net proceeds of the Offering (as defined below), and by
partially drawing on the Company's recently increased US$10 million revolving line of credit with
Silicon Valley Bank.
Closing of Bought Deal Offering (including Exercise in Full
of Underwriters' Over-Allotment Option) and Secondary
Offering
The Company is also pleased to announce that it has closed its
previously announced bought deal private placement offering (the
"Offering") of 3,444,000 common shares of the Company (the "Offered
Shares"), including the exercise in full by the Underwriters (as
defined below) of the over-allotment option.
The Offering was completed through a syndicate of underwriters
co-led by Paradigm Capital Inc. and Haywood Securities Inc., and
including Gravitas Securities Inc. and Echelon Wealth Partners
(collectively, the "Underwriters"). The Offered Shares were issued
at a price of $3.40 per Offered Share
for aggregate gross proceeds to the Company of approximately
C$11.71 million.
In consideration for their services, AcuityAds has paid the
Underwriters a cash commission equal to 6% of the gross proceeds of
the Offering, and has issued to the Underwriters a total of 206,640
broker warrants (the "Broker Warrants"), representing 6% of the
number of Offered Shares sold in the Offering. Each broker
warrant is exercisable into one common share in the capital of the
Company (the "Broker Warrant Shares") at the Offering Price for a
period of two years from the closing date of the Offering.
The Company is also pleased to announce that the previously
announced secondary offering of 1,000,000 common shares of the
Company (the "Secondary Shares") owned by certain founding
shareholders of the Company (excluding Tal
Hayek, the Chief Executive Officer of the Company) closed
today concurrently with the Offering for aggregate gross proceeds
to such shareholders of C$3,400,000.
The Offered Shares, Secondary Shares, Broker Warrants and Broker
Warrant Shares are subject to a hold period under Canadian law
which will expire four months and one day from the closing date of
the Offering, being August 1, 2017.
The Offering remains subject to the final approval of the TSX
Venture Exchange.
The securities referred to in this news release have not been,
nor will they be, registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. persons absent U.S. registration or
an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of
securities for sale, nor a solicitation for offers to buy any
securities. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
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 and
www.truereach.org
About AcuityAds
AcuityAds is a technology company that enables marketers to
connect intelligently with their most meaningful
audiences through digital media. At the core of its
offerings is a self-serve programmatic marketing
platform, powered by proprietary machine learning
technology. AcuityAds empowers marketers through its industry
leading advertising campaign solutions with 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,
Los Angeles, San Francisco, San
Diego, Vancouver,
Calgary, Montreal and London, England. For more information,
visit AcuityAds.com.
Disclaimer in regards to Forward-looking Statements
This press release contains "forward looking statements" that
reflect the Company's current expectations, focus on areas of
growth, and projections about its future results, which include
statements regarding final approval of the TSX Venture Exchange in
respect of the Offering, the integration of Visible Measures'
technology into the Company's media platform and the expected
benefits of the Acquisition to the Company including the
enhancement of the Company's value proposition and the ability of
the Company to meet the needs of global digital marketers. When
used in this press release, forward looking statements can be
identified by the use of words such as "may", or by such words as
"will", "intend", "believe", "estimate", "consider", "expect",
"anticipate", and "objective" and similar expressions or variations
of such words. Forward looking statements are, by their nature, not
guarantees of the Company's future operational or financial
performance, and are subject to risks and uncertainties and other
factors that could cause the Company's actual results, performance,
prospects or opportunities to differ materially from those
expressed in, or implied by, these forward looking statements. No
representation or warranty is intended with respect to anticipated
future results, or that estimates or projections will be
sustained.
In developing the forward-looking statements in the press
release, the Company has applied several material assumptions,
including the availability of financing on reasonable terms, the
Company's ability and general business and economic conditions.
Many risks, uncertainties and other factors could cause the actual
results of the Company to differ materially from the results,
performance, achievements or developments expressed or implied by
such forward-looking statements. These risks, uncertainties and
other factors include, but are not limited to the following:
overall economic conditions, rapid technological changes, use of
cookies, demand for the company's product, the introduction of
competing technologies, competitive pressures, network
restrictions, fluctuations in foreign currency exchange rates, and
other similar factors that may cause the actual results,
performance or achievements to differ materially from those
expressed or implied in these forward-looking statements.
Readers are cautioned not to place undue reliance on these
forward looking statements, which speak only as of the date of the
press release or as of the date otherwise specifically indicated
herein. Due to risks and uncertainties, including the risks and
uncertainties elsewhere in this press release, actual events may
differ materially from current expectations. The Company disclaims
any intention or obligation to update or revise any forward looking
statements, whether as a result of new information, future events
or otherwise. All forward-looking statements contained in the press
release are expressly qualified in their entirety by this
cautionary statement.
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.