Update on AreaOne Acquisition and TVR

RNS Number : 6202B

Taptica International Ltd

20 June 2016

 

20 June 2016

Taptica International Ltd

("Taptica" or the "Company")

Update on AreaOne Acquisition and Total Voting Rights

Taptica (AIM: TAP), a global end-to-end mobile advertising platform for advertising agencies and brands, announces that the Board has finalised the terms of the final payment required as part of its acquisition of AreaOne, announced on 8 September 2015 (the "Acquisition"). AreaOne Ltd. ("AreaOne") is a performance-based marketing technology company and accredited Facebook^® Marketing Partner.

Terms of the Transaction

As stated in the announcement of 8 September 2015, the Company will pay the shareholders of AreaOne a total aggregated amount of up to $17 million for the entire issued and to be issued share capital of AreaOne.

Upon the closing of the transaction in September 2015, the Company paid $9.3 million in cash from its own resources and an additional $2 million was satisfied by the allotment of fully-paid 2,088,337 new ordinary shares of the Company calculated based on 61 pence per share and held in escrow in the name of ESOP Management & Trust Services Ltd.

An aggregate of up to a further 3,132,504 new ordinary shares ("Earn-Out Shares"), representing two deferred payments of $1.5 million each calculated based on 61 pence per share (and the prevailing USD to GBP exchange rate), were to be issued, subject to the satisfaction of certain performance criteria, on the first and second anniversaries of the closing of the transaction along with two $1 million cash payments (the "Earn-Out Payment"). AreaOne has performed well under the Company's ownership and has satisfied the performance criteria which would trigger payment of the Earn-Out Payment.

Under the terms of the agreement, the Board also retained the option to satisfy the Earn-Out Payment in cash consideration. Given the Company's share price performance and the current cash balances available, the Company's Board has decided to exercise its option to accelerate the Earn-Out Payment by purchasing those shares held in escrow for a consideration of $2 million cash payment and to pay $3 million in cash instead of issuing the Earn-Out Shares. The acquisition of the shares held in escrow will take place on 30 June 2016 and the purchased shares will be held as dormant shares under the Israeli Companies Law ("Dormant Shares"). The Company will also now pay the two additional cash considerations of $1 million (as opposed to on the first and second anniversaries of the closing of the transaction), thereby satisfying all conditions of the acquisition.

Positive Impact of AreaOne Integration in H1 2016

Following the acquisition of AreaOne in September 2015, the Board is pleased at the completion of the integration of the Taptica and AreaOne technologies ahead of schedule, which has created a single solution that optimises marketing campaigns for advertisers across mobile and social media channels. AreaOne's ability for bid optimisation and budget optimisation in a cost-effective manner across social media channels, including access to the Facebook and Instagram Ads API, combined with Taptica's ever-growing repository of big data generated from mobile campaigns has provided the Company's clients with more impactful campaigns. As a result of the acquisition, Taptica is providing more services to clients such as Sephora, Close5, Xoom and MeetMe which have now added social media to their marketing campaigns. The acquisition of AreaOne also provided the Company with an initial footprint in China, which has had better-than-anticipated results with Taptica gaining significant traction in the Asian market. As a result of the synergies gained through the consolidation of the two businesses and growth in the AreaOne revenue base, AreaOne is expected to make a greater contribution to the Company's profit than initially anticipated.

Tim Weller, Chairman of Taptica, said: "We are pleased to see the better-than-expected performance of AreaOne and the success of its integration. This, combined with our previously-announced strong cash generation, leads the Board of Directors to believe that the exercise of this option, which accelerates the completion of the acquisition, represents good value for the Company and is in the best interests of shareholders."

Total Voting Rights

The Company advises that, following the purchase of the shares held by ESOP Management & Trust Services Ltd., the Company's issued share capital will consist of 60,430,450 Ordinary Shares each with one vote and 8,088,337 shares reclassified as Dormant Shares under the Israeli Companies Law (without any rights attached thereon). Therefore the total number of shares with voting rights will be 60,430,450. This figure represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

For further details:

Taptica Hagai Tal, Chief Executive Officer                                 Investec Bank Dominic Emery, Henry Reast, Junya Iwamoto    Luther Pendragon Harry Chathli, Claire Norbury

[phone] [phone] [phone]

About Taptica

Taptica is a global end-to-end mobile advertising platform that helps the world's top brands reach their most valuable users with the widest range of traffic sources available today, including social. Its proprietary technology leverages big data and, combined with state-of-the-art machine learning, enables quality media targeting at scale. Taptica creates a single arena in which brands can scale and engage more relevantly with mobile audiences, staying ahead of the competition. It works with more than 450 advertisers including Amazon, Disney, Facebook, Twitter, OpenTable, Expedia, Lyft and Zynga. Taptica is headquartered in Israel with offices in San Francisco, New York, Boston, Beijing and Seoul. Taptica is traded on the London Stock Exchange (AIM: TAP).

 

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