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
|
+972 3 545 3900
+44 207 597 5970
+44 207 618 9100
|
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).
This information is provided by RNS
The company news service from the London Stock Exchange
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