Amobee, a global digital technology company serving brands and agencies, announced enhancements to its platform that allow buyers to deploy custom data sets into Amobee’s bid modeling system. The feature launch empowers advertisers and their agencies to tailor their bid strategies against the data signals that matter most to them. Amobee tailors decision making ability on bid strategy for marketers through custom data sets and audience segments
As an initial proof of concept, Amobee partnered with TruSignal, Inc., a leader in predictive score marketing, to ingest its custom-built, predictive, people-based scores into the existing Amobee bidder and influence the real-time bids from the platform. Advertisers can leverage their own data models, and/or take advantage of TruSignal’s custom-built predictive scores, as they are fully integrated into the platform.
Amobee’s platform integration works by applying data from any provider as a variable that triggers real-time changes in an advertiser’s bid. By leveraging the power of the Amobee platform’s ability to integrate data, marketers can better fuel omnichannel engagement through cross-channel, programmatic media campaigns. With this unified offering, leading brands and agencies can plan and buy media for specific audiences in a more integrated way to maximize their investments across desktop, mobile, video and social.
“At Amobee, we are constantly seeking ways to maximize the results of client campaigns through enhanced decision making capabilities within the platform,” said Maxwell Knight, Amobee’s Vice President of Analytics Services. “By leveraging the power of outside data and custom audience segments, we provide brands and agencies a highly customized solution that multiplies their ability to reach the right audience at the right place and right time, across every digital channel, on any device.”
The ingestion and use of TruSignal data has shown a performance lift and a decrease in cost per action across multiple verticals and industries. In recent campaigns leveraging the TruSignal predictive scores, a clothing retailer experienced an approximately 65 percent performance lift while an automotive original equipment manufacturer experienced a 34 percent decrease in cost per action.
“Amobee is the first DSP to incorporate TruSignal’s Bid Price Optimizer™, derived using predictive scoring and our offline profile data across 220 million U.S. adults,” says David Dowhan, CEO and founder of TruSignal. “Already equipped with machine learning algorithms and data analytics, Amobee’s DSP drives optimal campaign performance and gives marketers the extra edge they need to stand-out in the competitive advertising ecosystem and further enhance campaign performance.”
One of the world’s largest independent advertising platforms, Amobee unifies key programmatic channels including all major social media platforms, formats and devices, to provide both managed- and self-service clients with easy-to-use data management and media planning capabilities as well as actionable, real-time market research and proprietary audience data.
Simplifying the delivery of advertising across all channels and screens, including video, display, mobile, and social, the platform includes the Amobee DSP, Amobee DMP, Brand Intelligence and DataMine analytics, which converts raw data into custom audience and campaign insights, empowering marketers to make more informed decisions.
About Amobee
Amobee is a technology company that transforms the way brands and agencies make marketing decisions. The Amobee Marketing Platform enables marketers to plan and activate cross channel, programmatic media campaigns using real-time market research, proprietary audience data, advanced analytics, and more than 150 integrated partners, including Facebook, Instagram, Pinterest, Snapchat and Twitter. Amobee is a wholly owned subsidiary of Singtel, one of the largest communications technology companies in the world which reaches over 640 million mobile subscribers. The company operates across North America, Europe, Middle East, Asia and Australia. For more information, visit amobee.com or follow @amobee.
About TruSignal
TruSignal, Inc. is a leader in Predictive Score Marketing: using offline data and predictive scoring to deliver an advanced and efficient way for brands, agencies, platforms and publishers to target more of the right people, at the right price, across every digital channel and device. TruSignal’s self-serve TruAudience® Platform is an easy, end-to-end solution that puts Predictive Score Marketing in the hands of agencies and marketers. TruSignal’s team brings decades of experience in data-driven marketing, predictive analytics and scalable Big Data management. TruSignal’s investors include Redpoint Ventures, Split Rock Partners and Tenaya Capital. Learn more at tru-signal.com or at the company’s Audience Matters blog and follow TruSignal on Twitter, LinkedIn and Facebook.
SpotX, American video ad serving platform announced RTL Group will acquire all remaining shares bringing its total ownership to 100%. The investment demonstrates RTL Group’s continued commitment to its ambitious ad tech strategy and recognition of SpotX’s impressive growth and execution of its strategic objectives. Since RTL Group made its first investment in 2014, SpotX has nearly doubled net revenues1, almost quadrupled EBITDA, opened seven offices in seven countries, and added over 150 new employees. The purchase of the remaining shares by RTL Group is pursuant to the option they negotiated in connection with their initial investment, and is based on an enterprise value of SpotX of $404 million on a 100% basis plus net cash.
With the acquisition scheduled to close in October 2017, SpotX’s management team, led by company co-founders Mike Shehan, CEO, and Steve Swoboda, COO/CFO, will stay on to continue to execute the company’s vision of providing a modern video ad serving platform to broadcasters, MVPDs and premium publishers around the world.
Bert Habets and Guillaume de Posch, Co-CEOs of RTL Group issued a joint statement about the deal: “We are excited to take full ownership of SpotX, a leading global platform for ad serving and programmatic ad sales. Back in 2014, the majority stake in SpotX was our first big step into advertising technology; gaining full ownership now is another major step in transforming RTL Group into a ‘total video’ powerhouse. Together with the very experienced management teams of SpotX and of our European asset Smartclip, we are working on an ambitious growth plan for our ad tech businesses, including further acquisitions, partnerships and deeper synergies across RTL Group. Our joint vision is to build the leading global video monetization offering for broadcasters and premium inventory owners to maximize the value of their audiences consuming total video content across multiple devices.”
Advertising-supported over-the-top (OTT) content, whether it be on-demand, live or linear continues to grow and complement broadcast TV, according to SpotX Co-Founder and CEO, Mike Shehan. “SpotX is emerging as the premier expert in digital monetization of OTT content delivery, and uniquely positioned to assist broadcasters and other modern TV players with maximizing their profitability in the new delivery ecosystem,” Shehan said. “RTL Group’s investment will help extend our footprint in TV as we bring together the TV and digital video worlds.”
The benefits of a fully integrated video advertising infrastructure for publishers are enormous, with synergies between arms in the programmatic ecosystem, execution of multiple buying styles from a single platform and technology efficiencies capable of driving incremental revenue growth for media companies. Along with the step-up investment to 100% RTL Group ownership, SpotX will begin to work more closely with sister RTL Group company, Smartclip. The two companies will focus on achieving their aggressive growth plans, and collaborate to provide the most advanced advertising solutions possible for every screen consumers watch video.
Current clients of SpotX’s platform include broadcasters and publishers, such as Thomson Reuters, Meredith Local Media Group, Vevo, Gutefrage, TVPlayer, STV, RTL Nederland and Conde Nast; app developers, like Gameloft and Cheetah Mobile; OTT providers, such as Sling TV, Vudu and Pluto TV; and CTV software providers, like Anypoint Media, MAZ Digital and Zype.
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1 Net revenue is defined as the amount SpotX retains after paying publishers. This differs from revenue reported under IFRS which includes the gross amount collected from buyers as revenue for certain types of business and the net amount after payment to publishers for others.
About SpotX
SpotX is a video ad serving platform providing media owners with monetization tools for desktop, mobile and connected devices. The platform features modern ad serving and programmatic infrastructure, and other monetization tools, like solutions for OTT and outstream video ad units. SpotX gives publishers the control, transparency and actionable insights needed to understand buyer behavior, manage access and pricing, and maximize revenue. The company is headquartered in Denver, Colorado, and has offices in Amsterdam, Belfast, Hamburg, London, Los Angeles, New York, Paris, San Francisco, Stockholm, Singapore and Sydney. In October 2017, RTL Group, a leader across broadcast, content and digital, will complete its 100% acquisition of SpotX. For updates, follow SpotX on Twitter and LinkedIn.
About RTL Group
RTL Group is a leader across broadcast, content and digital, with interests in 56 television channels and 31 radio stations, content production throughout the world and rapidly growing digital video businesses. The television portfolio of Europe’s largest broadcaster includes RTL Television in Germany, M6 in France, the RTL channels in the Netherlands, Belgium, Luxembourg, Croatia, Hungary and Antena 3 in Spain. RTL Group’s families of TV channels are either the number one or number two in eight European countries. The Group’s flagship radio station is RTL in France, and it also owns or has interests in other stations in France, Germany, Belgium, the Netherlands, Spain and Luxembourg. RTL Group’s content production arm, FremantleMedia, is one of the largest international creators, producers and distributors of multi-genre content outside the US. With operations in 31 countries, FremantleMedia’s comprehensive global network is responsible for approximately 12,000 hours of programming a year and distributes over 20,000 hours of content worldwide. Combining the catch-up TV services of its broadcasters, the multi-platform networks BroadbandTV, StyleHaul and Divimove as well as FremantleMedia’s more than 280 YouTube channels, RTL Group has become the leading European media company in online video. RTL Group also owns the advanced video ad serving platform SpotX. For more information, please visit RTLGroup.com and follow RTL Group on Twitter @rtlgroup. RTL Group – Entertain. Inform. Engage.
PFP Cybersecurity, a leader in embedded cybersecurity for IoT devices, will present “IoT Security – Power Analysis and AI” at the ST Developers Conference in Santa Clara, California, September 6, 2017. PFP’s CEO Steven Chen joins other cyber security thought leaders to present an interesting and unique approach to today’s problems at 11:45 am – 12:25 pm in the Mission City Ballroom.
According to Steven Chen, “PFP Cybersecurity’s unique approach for embedded integrity assessment utilizes side channel information, such as instantaneous power consumption to derive information about the internal execution status of the user’s ST Micro processor.”
Steven’s presentation showcases a security solution based on power analysis and Artificial Intelligence (AI) called Power Fingerprinting (PFP). Current hardware security features focus on protecting chip integrity. PFP protects the applications running on the chip. Power analysis has been used to steal cryptographic keys; PFP, however, uses it for detection, leveraging AI for scalability. Current MSSP security tools do not identify that a device has been hijacked. PFP can detect intrusions in machine time, enabling remediation within milliseconds, likely before damage can be done. Steven will look at how PFP technology works, its history, strengths and weaknesses, and its application on real IoT designs, as well as potential chip-level implementations to further reduce cost.
PFP Cybersecurity will also showcase its PowerIQ – Power Analytics through AI, which provides IoT security using machine learning to ferret out known good behavior. PFP’s embedded solution is effective for detecting both hardware and software threats and for detecting zero-day attacks on day zero, including malware, kernel rootkits, hardware Trojans and counterfeits. The PFP approach is independent of hardware, operating systems, applications, and context. While others attempt to “recognize” the attack signature, PFP detects minute changes in the electronic power profile to instantly detect and alert that an IoT device has changed its behavior.
About PFP Cybersecurity:
PFP provides IoT cybersecurity solutions to detect cyber-attacks in IoT hardware and software. Based on fundamental physics of the protected device, PFP detects tiny anomalies in power patterns to instantly catch attacks providing an early warning. PFP is implementable as a single-chip IoT solution or can be embedded into existing IoT device chips.
PFP has pioneered the concept of using analog power information to detect cyber-attacks in IoT. PFP provides an IoT security platform for brand protection enabled via PowerIQ SaaS. The PFP PowerIQ analytics can be on-the-cloud or on-premise for new and legacy Internet of Things. PFP Cybersecurity, an SBIR spinoff company, is based in Vienna, Virginia.
Dentsu Aegis Network acquires Accordant Media, LLC (“Accordant”), a data-driven, full-service programmatic advertising company and technology solution provider. The company and its proprietary technology, Accordant ATS™, will become part of Dentsu Aegis Network’s programmatic buying offering Amnet, part of the group’s media investment platform, Amplifi.
The acquisition of Accordant accelerates Dentsu Aegis Network’s capabilities, bringing a differentiated offering in the rapidly developing area of programmatic and data-led performance buying. The move also supports Dentsu Aegis Network’s goal of becoming a 100 percent digital economy business by 2020.
Through its owned technology, Accordant, gives marketers greater control and effectiveness in their marketing investments, driving competitive advantage through better ROI, insights and performance. Founded in 2010, the company has been honoured with several leading industry awards including ‘Crain’s New York Best Places to Work in 2015’ and ‘Deloitte 2015 North America Technology Fast 500’. Its strong team of 70 programmatic specialists sits across offices in New York, Chicago, San Francisco and London, and counts many notable brands amongst its clients including Anthem, AutoNation, Cars.com, Kayak and Zipcar.
The Accordant ATS™ cross-channel technology system, including a Data Management Platform (DMP), custom data models, associated bidding and analytics tools, will enhance Amnet’s current technology stack and bring cutting edge targeting solutions to Dentsu Aegis Network’s clients. Following the transaction, Accordant’s direct-to-client business will retain its branding and will continue to work with and grow its client base as a new revenue stream within the group.
Following the acquisition, Accordant’s impressive leadership team including Arthur Muldoon, CEO and co-Founder, and Matthew Greitzer, COO and co-Founder, will lead the combined Amnet and Accordant operations in the US, reporting to Amplifi US President Lucas Cridland. Muldoon and Greitzer will take on the titles of co-CEO Amnet US.
“Data underpins everything we do for our clients, and the ability to manage and deploy data in real time in service of client media planning and investment is critical to the success in the digital economy. The US is the largest and most sophisticated programmatic market and is expected to continue expanding. The acquisition of Accordant will further strengthen our abilities in this area, and positions us well to meet the needs of our increasingly digitally led clients,” said Rob Horler, CEO of Dentsu Aegis Network US.
“We are thrilled to join the Dentsu Aegis Network and look forward to bringing Accordant’s data-driven marketing capabilities to a larger group of world-class marketers,” said Art Mudoon, co-CEO of Amnet US. “We know the Amnet team well, and have always respected their position in the market. We look forward to joining our teams together,” he added.
“Our ATSTM platform is a powerful tool for data-driven, programmatic marketers,” said Matt Greitzer, co-CEO of Amnet US. “We are extremely excited to give Amnet clients the opportunity to tap into our leading edge technology.”
Amnet has grown significantly over the course of the last 5 years, and is now represented in 42 markets and counts over 640 people in its ranks.
According to eMarketer, more than two-thirds of all digital display advertising will be purchased programmatically in 2016. In the US, programmatic digital display ad spending will reach £16.7bn ($22.1bn) in 2016 and is expected to grow by 24.3% to £20.7bn ($27.5bn) in 2017.
JEGI, a New York City based investment bank serving the global media, information, marketing and technology sectors, represented Accordant in the transaction. Financial terms were not disclosed.
About Dentsu Aegis Network
Part of Dentsu Inc., Dentsu Aegis Network is made up of nine global network brands – Carat, Dentsu, Dentsu media, iProspect, Isobar, mcgarrybowen, MKTG, Posterscope and Vizeum and supported by its specialist/multi-market brands. Dentsu Aegis Network is Innovating the Way Brands Are Built for its clients through its best-in-class expertise and capabilities in media, digital and creative communications services. Offering a distinctive and innovative range of products and services, Dentsu Aegis Network is headquartered in London and operates in 145 countries worldwide with around 32,000 dedicated specialists. www.dentsuaegisnetwork.com
Verizon Communications Inc. (NYSE, Nasdaq: VZ) and Yahoo! Inc. (Nasdaq: YHOO) have entered into a definitive agreement under which Verizon will acquire Yahoo’s operating business for approximately $4.83 billion in cash, subject to customary closing adjustments.
Yahoo informs, connects and entertains a global audience of more than 1 billion monthly active users including 600 million monthly active mobile users through its search, communications (email and blogs) and digital content products. Yahoo also connects advertisers with target audiences through a streamlined advertising technology stack that combines the power of their data, content and technology.
“Just over a year ago we acquired AOL to enhance our strategy of providing a cross-screen connection for consumers, creators and advertisers. The acquisition of Yahoo will put Verizon in a highly competitive position as a top global mobile media company, and help accelerate our revenue stream in digital advertising.”
Lowell McAdam, Verizon Chairman and CEO
Yahoo will be integrated with AOL under Marni Walden, EVP and President of the Product Innovation and New Businesses organization at Verizon.
“Yahoo is a company that has changed the world, and will continue to do so through this combination with Verizon and AOL. The sale of our operating business, which effectively separates our Asian asset equity stakes, is an important step in our plan to unlock shareholder value for Yahoo. This transaction also sets up a great opportunity for Yahoo to build further distribution and accelerate our work in mobile, video, native advertising and social.”
Marissa Mayer, CEO of Yahoo
Mayer added, “Yahoo and AOL popularized the Internet, email, search and real-time media. It’s poetic to be joining forces with AOL and Verizon as we enter our next chapter focused on achieving scale on mobile. We have a terrific, loyal, experienced and quality team, and I couldn’t be prouder of our achievements to date, including building our new lines of business to $1.6 billion in GAAP revenue in 2015. I’m excited to extend our momentum through this transaction.”
“Our mission at AOL is to build brands people love, and we will continue to invest in and grow them. Yahoo has been a long-time investor in premium content and created some of the most beloved consumer brands in key categories like sports, news and finance.”
Tim Armstrong, CEO of AOL
Under Armstrong, AOL has invested in and grown global premium brands, including The Huffington Post, TechCrunch, Engadget, MAKERS and AOL.com, and market-leading programmatic platforms — including ONE by AOL for both advertisers and publishers.
Armstrong added, “We have enormous respect for what Yahoo has accomplished: this transaction is about unleashing Yahoo’s full potential, building upon our collective synergies, and strengthening and accelerating that growth. Combining Verizon, AOL and Yahoo will create a new powerful competitive rival in mobile media, and an open, scaled alternative offering for advertisers and publishers.”
The addition of Yahoo to Verizon and AOL will create one of the largest portfolios of owned and partnered global brands with extensive distribution capabilities. Combined, AOL and Yahoo will have more than 25 brands in its portfolio for continued investment and growth. Yahoo’s key assets include market-leading premium content brands in major categories including finance, news and sports, as well as one of the most popular email services globally with approximately 225 million monthly active users****. Additional technology assets in the advertising space include Brightroll, a programmatic demand-side platform; Flurry, an independent mobile apps analytics service; and Gemini, a native and search advertising solution.
The deal is subject to customary closing conditions, approval by Yahoo’s shareholders, and regulatory approvals, and is expected to close in Q1 of 2017. Until the closing, Yahoo will continue to operate independently, offering and improving its own products and services for users, advertisers, developers and partners.
Verizon will generally issue cash-settled Verizon RSUs for Yahoo RSUs that are outstanding at the close.
The sale does not include Yahoo’s cash, its shares in Alibaba Group Holdings, its shares in Yahoo Japan, Yahoo’s convertible notes, certain minority investments, and Yahoo’s non-core patents (called the Excalibur portfolio). These assets will continue to be held by Yahoo, which will change its name at closing and become a registered, publicly traded investment company. Yahoo will provide additional information about the investment company at a future date.
Transaction will create a new rival in mobile media technology reaching over 1B users* with an unrivaled roster of the world’s most beloved brands.
Yahoo intends to return substantially all of its net cash to shareholders and will determine and communicate a specific capital return strategy at an appropriate time.
LionTree Advisors, LLC, Allen & Company LLC, Bank of America Merrill Lynch and Guggenheim Securities, LLC are acting as financial advisors to Verizon. Wachtell, Lipton, Rosen & Katz, Gibson, Dunn & Crutcher LLP, Covington & Burling LLP and Winston & Strawn LLP are acting as legal advisors to Verizon.
Goldman, Sachs & Co., J.P. Morgan Securities LLC and PJT Partners are acting as financial advisors to the Yahoo Board and its Strategic Review Committee. Skadden, Arps, Slate, Meagher & Flom LLP, Wilson Sonsini Goodrich & Rosati and Weil Gotshal & Manges LLP are acting as legal advisors to Yahoo. Cravath, Swaine & Moore LLP is independent legal advisor to Yahoo’s Strategic Review Committee.
An innovator in location-based mobile marketing using beacons and other technology, has raised $1.1 million in seed financing. The round included contributions from BDC Venture Capital and 500 Startups, as well as some of the most prominent angel investors in the marketing tech and SaaS industries.
Additionally, Rover has created a new advisory board comprised of four of the industry’s brightest minds in mobile, marketing technology and retail. The board will provide strategic counsel and guide the company as it enters its next growth phase.
Rover will use the new capital to enhance its location-based marketing platform, and strengthen its sales and marketing teams to support growth. The company will also intensify its hiring efforts in both Toronto and the Bay Area.
“Location-powered engagement is the single biggest trend taking shape in mobile right now and Rover is at the forefront of this market,” said Stuart Wheldon, partner with investment firm Wheldon Brothers Ltd. and former vice president at Eloqua Inc. “Rover has a strong ‘location-first’ vision combined with advanced technology and a great team. They are well positioned to lead this space.”
Rover serves as the missing link between beacon hardware and mobile engagement. Customers such as the Pittsburgh Penguins and Proctor & Gamble use its platform to create and deliver location-relevant information to their app users that enhance their on-site experiences and influence their behaviors. Using Rover’s CMS, mobile marketers can build and deploy rich campaigns within minutes with no coding required, and its advanced analytics provide engagement metrics that inform future campaigns. Rover’s SDK is open source and compatible with iOS and Android.
“Our vision for the future of proximity marketing goes beyond sales and extends to the customer experience,” said John Coombs, Rover CEO. “To help the market realize the full potential of this technology, we are eliminating hurdles to adoption, putting marketers in the driver’s seat and enabling engaging experiences because that’s what ultimately drives not just ROI, but also loyalty.”
Rover has experienced remarkable growth in a short period of time. Since completing the 500 Startups program, the company has increased its client base tenfold, actively engaged more than 7 million customers per month using location, and expanded its product to become the most comprehensive location-first mobile platform.
New Advisory Board to Guide Growth Rover has also created an advisory board consisting of four heavyweights who will contribute their collective mobile, retail, marketing, technical and business development expertise to guide Rover’s strategic growth initiatives.
Rover’s Advisory Board Members: Ryan Craver – Retail brand builder who is currently CEO of Trimfit and SVP of Lamour Group, and previously led department store strategy for Hudson’s Bay Company and Lord & Taylor Hansmeet Sethi – Mobile entrepreneur and startup advisor who currently serves as COO of Neighborly Stephen Statler – Principal consultant at Statler Advisors and authority in beacon technology applications Stuart Wheldon – Investor, advisor and former vice president at Eloqua Inc.
“I have witnessed firsthand the opportunity for the world’s largest brands to use beacon marketing and location to strengthen the customer experience and bridge the gap between digital and physical shopping,” said Craver. “Rover’s platform provides the ideal mix of location, mobile and experiences that will be a catalyst to drive this industry forward.”
Rover offers Basic, Professional and Enterprise subscription plans for its location-based mobile marketing platform, depending on the size and needs of the business.
About Rover
Rover is a location-based mobile marketing platform that helps retailers and brands deliver smarter, location-powered mobile content that creates enriching customer experiences. Leveraging beacon and geofence technologies, it enables companies to reach consumers on their mobile devices with targeted content that’s relevant to their physical location. The platform serves hundreds of locations in a number of key sectors, such as professional sports, retail, loyalty and tourism. Rover’s SDK is open source and, through its intuitive and graphical CMS, marketers can develop and deploy campaigns in real time without coding. For more information, visit Rover’s website or blog, and follow the company on Twitter and LinkedIn.
Web.com Group, Inc. (Nasdaq:WEB), a leading provider of Internet services and online marketing solutions for small businesses announced it has entered into a definitive agreement to acquire Yodle, a leader in local digital marketing, in an all cash transaction.
“The acquisition of Yodle is a natural complement to our strategy at Web.com. Value added digital marketing solutions are a large and fast growing portion of the market where Web.com has developed a differentiated set of offerings. This market segment has been a strategic focus for us for several years, and the purchase of Yodle will solidify our position as a leading national provider in this space. We are pleased to be gaining a company with a strong track record of developing and selling vertically focused solutions that help small businesses attract new business and retain existing customers through cloud based marketing platforms,” said David L. Brown, chairman, chief executive officer and president of Web.com.
Brown added, “To put this transaction in perspective, on a combined basis for 2015, Web.com would have had over $765 million in non-GAAP revenues with 50% of its revenue generated from faster growing value added digital marketing solutions. We expect the transaction to be accretive to non-GAAP earnings per share within the first year as we begin to realize synergies and pay down debt.”
Strategic Fit
Yodle is a leading provider of cloud based local marketing solutions for small businesses with approximately 1,400 employees and over $200 million in annual revenue. They serve approximately 58,000 subscribers at an average revenue per user (ARPU) of approximately $300 per month. Combining the Web.com and Yodle franchises will have multiple strategic and financial benefits including:
Accelerates Web.com’s position and scale as a leading, national provider of value added digital marketing solutions to small businesses.
Improves Web.com’s growth profile by adding higher growth revenue streams.
Adds complementary vertical market products and expertise, office automation business applications, and a successful franchise platform serving over 9,000 locations building on Web.com’s ongoing initiatives to expand in these areas.
Creates opportunity to up sell and cross sell across a 3.4 million subscriber base.
Financing and Financial Impact
Web.com will acquire 100% of the outstanding shares of Yodle with $300 million paid at close and $20 million and $22 million paid at the first and second anniversary of the closing date, respectively. The purchase price is subject to customary working capital adjustments. For 2015, the combined company on a pro-forma basis would have had $767 million in non-GAAP revenue and $189 million in adjusted EBITDA, including full run rate synergies of $30 million. For 2015, the combined company on a pro-forma basis would have had $751 million in GAAP revenue and $49 million of GAAP operating income, excluding any synergies.
The acquisition will be funded with committed bank debt financing consisting of amendments to the existing credit agreements, a new $200 million term loan as well as approximately $100 million from the current revolving credit facility. Both the term loans and the revolving credit facility will be priced at LIBOR plus 300 basis points with step downs based on leverage ratios. On a pro-forma basis as of December 31, 2015, Web.com would have had approximately $756 million of gross debt representing a leverage ratio of four times pro-forma adjusted EBITDA, including full run rate synergies of $30 million, and a weighted average cost of debt of 2.6% at current market rates. In addition, Web.com expects to realize future cash tax savings from gaining approximately $50 million of net operating losses. Web.com intends to use its strong free cash flow to pay down debt over time.
Closing
The transaction is expected to close by the end of the first quarter of 2016, has been approved by both Web.com’s and Yodle’s board of directors, and is subject to customary closing conditions including regulatory approval under the Hart-Scott-Rodino Antitrust Improvement Act.
Advisors
J.P. Morgan Securities LLC, BofA Merrill Lynch and Barclays served as financial advisors and Cooley LLP acted as legal counsel to Web.com. Credit Suisse acted as financial advisor and Lowenstein Sandler LLP served as legal counsel to Yodle.
Conference Call
Web.com will discuss this transaction in conjunction with its previously announced fourth quarter 2015 financial results and business outlook conference call, scheduled for today, February 11, 2016, at 5:00 p.m. ET. There will be an accompanying slide presentation which will be available on the Investor Relations page of Web.com’s website (http://ir.web.com), along with a live webcast and replay of the call. To access the call, dial 877-407-0789 FREE (domestic) or 201-689-8562 (international). A replay of this conference call will be available until February 18, 2016 at 877-870-5176 FREE (domestic) or 858-384-5517 (international). The replay conference ID is 13628646.
About Web.com
Web.com Group, Inc. (Nasdaq:WEB) provides a full range of Internet services to small businesses to help them compete and succeed online. Web.com meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including domains, hosting, website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products and eCommerce solutions. For more information, please visit www.web.com; follow Web.com on Twitter @webdotcom or on Facebook at facebook.com/web.com.
Note to Editors: Web.com is a registered trademark of Web.com Group, Inc.
Use of Non-GAAP Financial Measures
Some of the measures in this press release are non-GAAP financial measures within the meaning of the SEC Regulation G. Web.com believes presenting non-GAAP measures is useful to investors, because it describes the operating performance of the company, in ways that management views or uses to assess the performance of the company. Web.com’s management uses these non-GAAP measures as important indicators of the company’s past performance and in planning and forecasting performance in future periods. The non-GAAP financial information Web.com presents may not be comparable to similarly-titled financial measures used by other companies, and investors should not consider non-GAAP financial measures in isolation from, or in substitution for, financial information presented in compliance with GAAP. You are encouraged to review the reconciliation of non-GAAP financial measures to GAAP financial measures included elsewhere in this press release.
Relative to each of the non-GAAP measures Web.com presents, management further sets forth its rationale as follows:
Non-GAAP Revenue. Web.com excludes from non-GAAP revenue the impact of the fair value adjustment to amortized deferred revenue because management believes that excluding such measures helps management and investors better understand Web.com’s revenue trends.
Non-GAAP Net Income and Non-GAAP Net Income Per Basic and Diluted Share. Web.com excludes from non-GAAP net income and non-GAAP net income per basic and diluted share amortization of intangibles, asset impairment, income tax provision, fair value adjustment to deferred revenue and deferred expense, restructuring expenses, corporate development expenses, amortization of debt discounts and fees, loss on debt extinguishment, and stock-based compensation, and includes estimated cash income tax payments, because management believes that adjusting for such measures helps management and investors better understand the Company’s operating activities.
Adjusted EBITDA. Web.com excludes from adjusted EBITDA and adjusted EBITDA margin depreciation expense, amortization of intangibles, asset impairment, stock-based compensation, fair value adjustments to deferred revenue and deferred expense, corporate development expenses and restructuring expenses, because management believes that excluding such items helps investors better understand the company’s operating activities. In addition, Yodle excludes from adjusted EBITDA the cost of its cancelled initial public offering.
In respect of the foregoing, Web.com provides the following supplemental information to provide additional context for the use and consideration of the non-GAAP financial measures used elsewhere in this press release:
Stock-based compensation. These expenses consist of expenses for employee stock options and employee awards under Accounting Standards Codification (“ASC”) 718-10. While stock-based compensation expense calculated in accordance with ASC 718-10 constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because such expense is not used by management to assess the core profitability of the company’s business operations. Web.com further believes these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, when management performs internal comparisons to Web.com’s historical operating results and compares the company’s operating results to the company’s competitors, management excludes this item from various non-GAAP measures.
Amortization of intangibles. Web.com incurs amortization of acquired intangibles under ASC 805-10-65. Acquired intangibles primarily consist of customer relationships, customer lists, non-compete agreements, trade names, and developed technology. Web.com expects to amortize for accounting purposes the fair value of the acquired intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue, the company believes the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding the company’s operational performance. In addition, when management performs internal comparisons to Web.com’s historical operating results and compares the company’s operating results to the company’s competitors, management excludes this item from various non-GAAP measures.
Depreciation expense. Web.com records depreciation expense associated with its fixed assets. Although its fixed assets generate revenue for Web.com, the item is excluded because management believes certain non-GAAP financial measures excluding this item provide meaningful supplemental information regarding the company’s operational performance. In addition, when management performs internal comparisons to Web.com’s historical operating results and compares the company’s operating results to the company’s competitors, management excludes this item from various non-GAAP measures.
Amortization of debt discounts and fees. Web.com incurs amortization expense related to debt discounts and deferred financing fees. The difference between the effective interest expense and the coupon interest expense (i.e. debt discount), as well as, amortized deferred financing fees are excluded because Web.com believes the non-GAAP measures excluding these items provide meaningful supplemental information regarding the company’s operational performance. In addition, when management performs internal comparisons to Web.com’s historical operating results and compares the company’s operating results to the company’s competitors, management excludes this item from various non-GAAP measures.
Restructuring expense. Web.com has recorded restructuring expenses and excludes the impact of these expenses from its non-GAAP measures, because such expense is not used by management to assess the core profitability of the company’s business operations.
Income tax expense. Due to the magnitude of Web.com’s historical net operating losses and related deferred tax asset, the Company excludes income tax from its non-GAAP measures primarily because it is not indicative of the actual tax to be paid by the company and therefore is not reflective of ongoing operating results. The company believes that excluding this item provides meaningful supplemental information regarding the company’s operational performance and facilitates management’s internal comparisons to the company’s historical operating results and comparisons to the company’s competitors’ operating results. The company includes the estimated tax that the company expects to pay for operations during the periods presented.
Fair value adjustment to deferred revenue and deferred expense. Web.com has recorded a fair value adjustment to acquired deferred revenue and deferred expense in accordance with ASC 805-10-65. Web.com excludes the impact of these adjustments from its non-GAAP measures, because doing so results in non-GAAP revenue and non-GAAP net income which are reflective of ongoing operating results and more comparable to historical operating results, since the majority of the company’s revenue is recurring subscription revenue. Excluding the fair value adjustment to deferred revenue and deferred expense therefore facilitates management’s internal comparisons to Web.com’s historical operating results.
Corporate development expenses. Web.com incurred expenses relating to acquisitions and the successful integration of acquisitions. Web.com excludes the impact of these expenses from its non-GAAP measures, because such expense is not used by management to assess the core profitability of the company’s business operations.
Gains or losses from asset sales or impairment and certain other transactions. Web.com excludes the impact of asset sales or impairment and certain other transactions including debt extinguishments and the sale of equity method investment from its non-GAAP measures because the impact of these items is not considered part of the Company’s ongoing operations.
Forward-Looking Statements
This press release includes certain “forward-looking statements” including, without limitation, statements regarding, acquiring Yodle will be a significant step in achieving scale in the high end of the market, that the acquisition will be accretive to non-GAAP earnings per share, the expected benefits and achieve synergies Web.com will receive after the closing of the transaction, and the expectation that the transaction will close in the first quarter of 2016, that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. These statements are sometimes identified by words such as “will,” “expect,” “intends,” “projected,” “estimate,” “opportunities,” or words of similar meaning. As a result of the ultimate outcome of such risks and uncertainties, Web.com’s actual results could differ materially from those anticipated in these forward-looking statements. These statements are based on Web.com’s current beliefs or expectations, and there are a number of important factors that could cause the actual results or outcomes to differ materially from those indicated by these forward-looking statements, including, without limitation, risks related to: the successful offering of the products and services of Web.com; the closing of the acquisition is subject to closing conditions which, of not met, may cause the acquisition not to close; and other risks that may impact Web.com’s business. Other risk factors are set forth under the caption, “Risk Factors,” in Web.com’s Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission, which is available on a website maintained by the Securities and Exchange Commission at www.sec.gov. Web.com expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or otherwise.
Web.com Group Inc. And Yodle
Reconciliation of GAAP to Non-GAAP Results
($ in thousands)
(unaudited)
Twelve months ended December 31, 2015
Pro forma
Web.com
Yodle
Adjustments
Combined
Reconciliation of GAAP Revenue to Non-GAAP Revenue
GAAP revenue
$
543,461
$
207,851
$
–
$
751,312
Fair value adjustment to deferred revenue
15,909
–
–
15,909
Non-GAAP revenue
$
559,370
$
207,851
$
–
$
767,221
Reconciliation of GAAP operating income to adjusted EBITDA
GAAP operating income
$
61,714
$
(13,051
)
$
–
$
48,663
Depreciation and amortization
56,345
7,497
–
63,842
Stock based compensation
20,064
4,284
–
24,348
Restructuring charges
559
31
–
590
Corporate development
599
–
–
599
Deferred initial public offering costs
–
4,594
–
4,594
Fair value adjustment to deferred revenue
15,909
–
–
15,909
Fair value adjustment to expense
633
–
–
633
Synergies
–
–
30,000
30,000
Adjusted EBITDA
$
155,823
$
3,355
$
30,000
$
189,178
Pro forma gross debt as of December 31, 2015
$
456,000
$
–
$
300,000
$
756,000
Pro-forma leverage ratio to 2015 Adjusted EBITDA w/synergies
Kenshoo a leader in agile marketing released a new infographic, Kenshoo Digital Marketing Snapshot: Q4 2015, highlighting the changing landscape of social and search advertising as new social ad types move to the front lines and search spend continues to shift performance for marketers. Social ad spend increased 50% year-over-year (YoY) driven by the introduction of Facebook Dynamic Product Ads and Instagram ads; Google Product Listing Ads accounted for 26% of all paid search impressions after accounting for only 8% last year. Mobile continued to serve as the primary growth driver in both channels and accounts for nearly all of the 8% spend growth in paid search YoY.
More key findings in the research; overall:
Social impressions increased 4% QoQ but decreased 21% YoY
Social clicks decreased 16% QoQ but increased 30% YoY
Social click-through rate decreased 20% QoQ but increased 64% YoY
Paid search impressions increased 8% QoQ and 12% YoY
Paid search clicks increased 13% QoQ and 32% YoY
Paid search click-through rate increased 5% QoQ and 17% YoY
“The fourth quarter has long been about holiday sales, and the reliance on Product Listing Ads and Dynamic Product ads this season highlights the importance marketers placed on direct response ad types,” said Chris Costello, director of marketing research for Kenshoo. “On top of the new social ad types, changes in bidding strategies in the social channel refocused advertisers on smaller quantities of highly targeted clicks to drive downstream actions rather than engagement; this aligned with retailer sales goals during the holiday shopping season across all digital efforts to drive healthy performance improvements.”
“Competition really ramps up in the fourth quarter among advertisers, especially retailers,” said David, Gong, Director of Strategic Accounts, PMG. “Because of that, it’s critical that we find new efficiencies via emerging tactics and products; otherwise the increased ad spend necessary to compete in the market becomes a sunk cost. Fortunately, Kenshoo’s industry-leading technology enables us to identify and capitalize on those efficiencies for fully optimized and effective campaigns.”
The Kenshoo Infinity Suite leads the way in digital marketing innovation, enabling success for agile marketers by maximizing customer lifetime value. Built upon Kenshoo’s industry-leading and award-winning digital marketing platform, the Kenshoo Infinity Suite delivers infinite optimization to re-engage and grow customers across all channels and devices.
Visit Kenshoo.com/Digital-Marketing-Snapshot to download the new infographic, Kenshoo Digital Marketing Snapshot: Q4 2015.
Methodology: Social and search results are based on five quarters of performance data from over 3,000 Kenshoo advertiser and agency accounts across 20 vertical industries and over 60 countries, spanning Google, Bing, Baidu, Yahoo!, Yahoo! Japan and the Facebook® Audience Network. Some outliers have been excluded. The resulting sample includes more than 550 billion impressions, 11 billion clicks and $6 billion (USD) in advertiser spend. Ad spending and CPC are measured using Ex-FX or “Constant Currency” adjustments, where results are based on native currency, and only translated to common currency after aggregation.
About Kenshoo: Kenshoo is the global leader in agile marketing. Brands, agencies and developers use the Kenshoo Infinity Suite to direct nearly $350 billion in annualized client sales revenue through social, search, mobile, and display advertising. Kenshoo provides leading native API solutions for ads across Facebook, FBX, Instagram, Twitter, Google, Yahoo, Yahoo Gemini, Yahoo Japan, Bing, and Baidu. Kenshoo powers digital marketing campaigns in more than 190 countries for nearly half of the Fortune 50 and all 10 top global ad agency networks. Kenshoo clients include CareerBuilder, Expedia, Facebook, Havas Media, John Lewis, Resolution Media, Sears, Starcom MediaVest Group, Tesco, Travelocity, Walgreens, and Zappos. Kenshoo has 27 international locations and is backed by Sequoia Capital, Arts Alliance, Tenaya Capital, and Bain Capital Ventures. Please visit www.Kenshoo.com for more information.
Acquisition of Heyzap, gives RNTS Fyber as well and the combination will assist RNTS to access over half a billion monthly active users globally. RNTS Media N.V. (“RNTS”), the parent company of Fyber GmbH, a leading mobile advertising technology platform, today announced that it has closed the acquisition of San Francisco-based Heyzap Inc. (“Heyzap”), a fast growing mobile advertising technology company, for up to $45 million. The deal consists of an initial cash consideration of $20 million, with potential earn-out payments in cash and shares of up to $25 million upon achievement of certain performance targets by 2017.
This acquisition instantly accelerates the scale and reach of Fyber to over half a billion monthly active users worldwide, creating one of the largest independent supply-side platforms available in the marketplace today, that offers publishers a robust suite of mobile app monetization tools and gives advertisers the ability to reach an expanded global mobile audience at scale.
The deal also bolsters Fyber’s suite of mobile app monetization tools and will deliver the following key benefits:
Expanded global reach and scale: Combining Heyzap’s reach of 130M Monthly Active Users (MAU) with Fyber’s 411M MAUs creates one of the largest independent mobile advertising technology companies globally.
Diversified sources of supply & demand: The acquisition increases the number of apps Fyber’s platform is integrated with to more than 7,600. Advertisers and ad networks will now benefit from Fyber’s increased global scale and enhanced mobile advertising inventory.
More robust tools: Mobile app and game developers as well as publishers will now have access to Fyber’s leading app monetization solutions, offering advanced, flexible and customized ad management tools that enable publishers to achieve the highest yield for their ad inventory. These include Fyber’s first-to-market mediation and ad exchange across a variety of formats, Real Time Bidding (RTB) platform and Publisher Ad Server.
“This marks an important milestone for Fyber, allowing us to deliver substantially broader global scale and reach for our demand partners, while offering a significantly expanded pool of advertising demand sources for publishers,” said Fyber cofounder and COO Janis Zech. “Both Fyber and Heyzap share core values and a dedicated mission to build the most advanced developer-friendly monetization platform that will fuel the app economy of the future. We look forward to welcoming Heyzap to the Fyber team.”
“The acquisition of Heyzap complements our strategy at RNTS to grow Fyber’s market position by playing an active role in the consolidation of the mobile advertising industry,” said RNTS Media CEO Andreas Bodczek. “As the proliferation of mobile devices continues to gather pace, we are dedicated to ensuring Fyber remains well positioned to support developers with industry-leading mobile app monetization products. We will continue to execute on this strategy in the coming year.”
Backed by Union Square Ventures, Qualcomm, Naval Ravikant, Y Combinator, and Ashton Kutcher, Heyzap was founded in 2009 by Jude Gomila and Immad Akhund, and was recently named one of the fastest growing companies in San Francisco by San Francisco Business Times. The Heyzap team will be joining Fyber, growing the company’s presence in San Francisco.
This marks the second acquisition for RNTS Media to strengthen and expand Fyber’s offerings, following the acquisition of Falk Realtime in April 2015. Falk Realtime’s ad server and SSP product suite are being integrated into the Fyber platform, creating a unified multi-screen ad tech platform for developers. RNTS will continue to innovate and invest in the development of cutting-edge technology solutions.
About RNTS Media
RNTS Media is a holding company focused on mobile advertising and digital content. Headquartered in Berlin, Germany and founded in 2010, it owns Fyber and BIGSTAR Global. RNTS Media is listed on the Prime Standard of Frankfurt Stock Exchange under symbol ‘RNM.’
About Fyber Fyber is a leading mobile advertising technology company headquartered in Berlin, Germany, with an office in San Francisco. We are devoted to solving the fundamental business challenge faced by freemium app and game developers, generating sustainable revenue streams through ad monetization across all connected devices. Built by developers for developers, Fyber’s unified platform serves approximately 411 million monthly active users and empowers thousands of the world’s leading app developers and publishers to integrate, manage and optimize all ad revenue sources across mediation, exchange and ad serving. Fyber is investing for the long term to build the platform that will fuel the app economy of the future.
Acquisition will help Oracle Marketing Cloud’s leadership with the industry’s most powerful solution for conversion optimization.
Oracle ORCL announced that it has signed an agreement to acquire Maxymiser, a leading provider of cloud-based software that enables marketers to test, target and personalize what a customer sees on a Web page or mobile app, substantially increasing engagement and revenue. Maxymiser optimizes over 20 billion customer experiences per month for brands such as Allianz, HSBC, Lufthansa, Tommy Hilfiger and Wyndham.
Oracle Marketing Cloud is already the fastest growing software platform for modern marketers in the world. The addition of Maxymiser to Oracle Marketing Cloud will strengthen the most comprehensive solution to manage marketing programs across all digital channels and across the customer lifecycle.
“Companies are increasingly seeking innovative ways to differentiate their brands while increasing both ROI and loyalty based on optimized customer experiences,” said Thomas Kurian, President, Product Development, Oracle. “Together with Maxymiser, Oracle Marketing Cloud enables enterprises to stop guessing and start delivering what customers want across all digital channels and devices.”
“Our mission is to empower enterprises to use data science to systematically test, discover, and predict what customers want and deliver uniquely tailored experiences,” said Tim Brown, Chief Executive Officer, Maxymiser. “We are excited to join Oracle and bring these capabilities to help extend Oracle Marketing Cloud.”
About Oracle Oracle offers a comprehensive and fully integrated stack of cloud applications and platform services. For more information about Oracle ORCL, -2.80% visit oracle.com.
Trademarks Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.
Oracle is currently reviewing the existing Maxymiser product roadmap and will be providing guidance to customers in accordance with Oracle’s standard product communication policies. Any resulting features and timing of release of such features as determined by Oracle’s review of Maxymiser’s product roadmap are at the sole discretion of Oracle. All product roadmap information, whether communicated by Maxymiser or by Oracle, does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making purchasing decisions. It is intended for information purposes only, and may not be incorporated into any contract.
Cautionary Statement Regarding Forward-Looking Statements This document contains certain forward-looking statements about Oracle and Maxymiser, including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of Maxymiser, anticipated customer benefits and general business outlook. When used in this document, the words “anticipates”, “can”, “will”, “look forward to”, “expected” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Maxymiser, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business may deteriorate and/or Oracle or Maxymiser may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or Maxymiser. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor Maxymiser is under any duty to update any of the information in this document.
