In a notable move within the technology and digital advertising industry, AdTheorent Holding Company, Inc. ("AdTheorent") has announced a merger agreement with Cadent, LLC ("Cadent"). The merger, set forth in the Agreement and Plan of Merger dated April 1, 2024, marks a significant consolidation in the sector, bringing together two influential companies with complementary capabilities.
ADTH shares to be acquired for $3.21
ADTH.W warrants to be valued at time of closing
ADTH shares to be suspended after 8PM eastern time on 6/20/2024
Transaction expected to close on 6/24/2024
Key Details of the Merger
At a special meeting scheduled for June 18, 2024, AdTheorent’s stockholders will be asked to consider and vote on two main proposals. The first is to adopt the merger agreement, and the second is to approve the adjournment of the meeting if necessary to solicit additional votes. If the merger proceeds, AdTheorent will become a wholly-owned subsidiary of Cadent, with shareholders receiving $3.21 in cash per share.
Financial Considerations
The financial terms of the merger highlight a cash payment of $3.21 per share to AdTheorent stockholders, exclusive of any shares held by the Company, Parent, or their affiliates, as well as shares subject to certain agreements and those with perfected appraisal rights. This cash consideration represents a significant premium to the recent trading prices of AdTheorent’s shares, aiming to provide immediate and substantial value to the stockholders.
Board Recommendations and Shareholder Vote
The Board of Directors of AdTheorent has unanimously recommended that stockholders vote in favor of both the merger agreement and the potential adjournment proposal. The Board’s decision follows a thorough evaluation process, concluding that the merger is in the best interests of the Company and its stockholders.
To proceed, the merger agreement requires the affirmative vote of a majority of AdTheorent's outstanding shares as of the record date, April 30, 2024. Stockholders are urged to vote, as non-voting will be counted as a vote against the merger.
Strategic Implications
The merger with Cadent is anticipated to enhance AdTheorent’s capabilities and market position in the rapidly evolving digital advertising landscape. Cadent’s robust infrastructure and resources are expected to provide AdTheorent with additional tools and platforms to expand its offerings, drive innovation, and deliver greater value to clients and partners.
The merger between AdTheorent Holding Company, Inc. and Cadent, LLC represents a strategic step forward in the digital advertising industry. With the support of AdTheorent’s Board and the potential benefits outlined, the proposal now rests in the hands of its stockholders, whose approval is crucial for the merger’s consummation. The outcome of the vote will determine the future trajectory of AdTheorent as it integrates with Cadent to create a more powerful and competitive entity in the market.
ADTH Merger
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