In a significant move for shareholders and the ad-tech sector, Innovid Corp has announced a definitive merger agreement with Mediaocean LLC. This deal is set to deliver a premium of 94% over Innovid's pre-announcement share price, positioning the company for a dynamic future under Mediaocean’s leadership. Here’s a complete breakdown of the merger details, shareholder recommendations, and what this means for investors.
Key Details of the Merger: What’s on the Table?
The core of this transaction revolves around Mediaocean LLC acquiring Innovid Corp for $3.15 per share in cash. Here's what you need to know:
Merger Agreement Date: November 21, 2024
Offer Price: $3.15 per share, reflecting a 94% premium over the $1.62 closing price on November 20, 2024.
Approval Meeting: February 11, 2025, at 10:00 a.m. EST via an online virtual shareholder meeting.
With this price, Innovid shareholders benefit from a 72% premium over the 90-day volume-weighted average price of $1.84 per share, adding a clear financial upside to the transaction.
Why the Merger Makes Sense: Board Recommendations
The Innovid Corp board has unanimously approved the merger and believes it is in the best interest of shareholders. Key reasons behind their recommendation include:
Premium Payout: The offer price significantly exceeds recent trading levels, delivering value to shareholders.
Strategic Synergies: As a leading provider of connected TV (CTV) and video advertising solutions, Innovid could leverage Mediaocean’s technology and advertising ecosystems to expand its market presence.
Liquidity for Shareholders: Investors benefit from a cash deal, ensuring immediate returns instead of long-term speculation on stock performance.
The board is urging shareholders to vote “FOR” the merger during the special meeting on February 11, 2025.
How the Voting Process Works
For the merger to proceed, shareholders holding a majority of Innovid’s outstanding shares must approve it. Here’s what you need to know:
Record Date: Only shareholders as of January 2, 2025, are entitled to vote.
Voting Methods: Shareholders can vote online, by phone, or via proxy card submission.
Impact of Not Voting: Failing to cast a vote is effectively considered a vote against the proposal.
Adjournment Proposal
In the event that sufficient votes are not received by the scheduled meeting, Innovid may adjourn the meeting to solicit additional votes. The board recommends voting “FOR” this adjournment to provide flexibility in securing approval.
What Happens After the Merger?
Upon completion of the merger:
Innovid will become a wholly owned subsidiary of Mediaocean LLC.
Shares of Innovid will no longer be publicly traded on the New York Stock Exchange.
Existing shareholders will receive $3.15 per share in cash, subject to standard conditions and applicable taxes.
This transition is expected to bring enhanced operational support, access to Mediaocean’s global resources, and strengthened capabilities for Innovid’s existing CTV and video marketing solutions.
Appraisal Rights for Dissenting Shareholders
For shareholders who believe the $3.15 offer undervalues their investment, appraisal rights are available under Section 262 of the Delaware General Corporation Law (DGCL). Here’s how it works:
Eligibility: Only shareholders who do not vote in favor of the merger can seek an appraisal.
Procedure: Investors must demand appraisal before the vote and comply with all DGCL requirements.
Outcome: An appraisal process could lead to a determination of a fair value for their shares, potentially different from the $3.15 offer.
For more information, shareholders can access the full DGCL provisions via this publicly available resource.
What If the Merger Fails to Get Approved?
If shareholders do not approve the merger, several outcomes are possible:
Stock Price Volatility: Without the premium offer from Mediaocean, Innovid’s stock could face significant downside risks, possibly returning to its pre-merger levels.
Business as Usual: Innovid will continue as an independent company but may face challenges accessing growth capital or expanding market share without the merger’s benefits.
Investor Considerations and Final Thoughts
For most investors, the 94% premium represents a compelling offer that secures immediate returns compared to the risks of holding onto Innovid stock long-term. However, here are some key factors to consider before casting your vote:
Pros
Immediate cash payout
Premium valuation compared to recent trading history
Potential for enhanced future growth under Mediaocean
Cons
Limited upside for those seeking long-term growth
Loss of exposure to CTV’s high-growth potential as Innovid becomes privately owned
Questions to Ask Before Voting
Does the offer align with my financial goals and risk tolerance?
Do I believe Innovid could achieve a higher valuation independently?
Am I comfortable with the terms of the agreement and Mediaocean’s role post-merger?
How to Cast Your Vote
Online: Visit the provided shareholder meeting platform.
Phone: Call the number provided on your proxy card.
By Mail: Fill out and send the proxy card using the prepaid envelope.
If you have any questions or need assistance, you can contact Innovid’s proxy solicitor, Sodali & Co, at (800) 662-5200 or via email at CTV@info.sodali.com.
Final Takeaway: Is the Merger a Win for Investors?
For many investors, this merger represents a strategic win, offering a solid premium while paving the way for Innovid’s enhanced growth under Mediaocean’s wing. However, those seeking long-term participation in the evolving CTV market may need to evaluate whether accepting the cash offer aligns with their future outlook.
Don’t forget—your vote matters! Join the special meeting on February 11, 2025, to have your say in Innovid’s next chapter.
Disclaimer: This article is for informational purposes only and does not constitute investment advice.
CTV Merger
CTV Merger