13 Oct 2014 07:00
FOR IMMEDIATE RELEASE
13 October 2014
MATOMY ANNOUNCES STRATEGIC INVESTMENT BY PUBLICIS GROUPE
Publicis Groupe to acquire up to 24.9% of Matomy, the global leader in "pure" performance-based advertising
Matomy Media Group Ltd. (LSE:MTMY), one of the world's leading digital performance-based advertising companies, has agreed to a strategic partnership with Publicis Groupe (Euronext Paris FR0000130577, CAC 40) through which Publicis Groupe will acquire 17,932,729 ordinary shares ("Ordinary Shares") from existing Matomy shareholders, representing 20% of Matomy's total issued share capital, at a price of 227 pence per share. In addition, Publicis Groupe has been granted an irrevocable option, for 45 days following this announcement, to acquire a further 4,393,517 Ordinary Shares (the "Option Shares") from existing Matomy shareholders, representing 4.9% of Matomy's total issued share capital, at a price of 227 pence per share, for a total acquisition of 24.9% of Matomy's issued share capital (the "Transaction").
Commenting on the investment, Maurice Lévy, Chairman and CEO, Publicis Groupe, said:"Tel Aviv is second only to the Silicon Valley in technological innovation and patents. Matomy is fuelled by the innovators and technology experts of Israel and has quickly risen to the top of this important market by creating a world-leading, state-of-the-art platform. At Publicis Groupe, we make it a priority to invest in the brightest and most promising talent and technology that will give our clients around the world unrivalled access to these services. We have pioneered and invested in new technology, open platforms and partnerships. With Matomy, we will continue to build and promote an open environment for the exchange of ideas and innovation, essential to staying on top in today's transformational digital age."
Ilan Shiloah, Chairman of Matomy, added:
"We are seeing an impressive transformation in the digital advertising industry, and the 'pure' performance-based advertising space is an area of high growth potential fuelled by innovation and technology across all channels. Our vision is to build the best performance-based media company in the world, and with Publicis Groupe becoming our largest shareholder, we will be able to create a more mature and sustainable ecosystem, providing marketers with an unprecedented ability to accurately engage, acquire and retain customers."
The partnership will enable the two companies to build together the global leader in "pure" performance-based advertising through the strategic alliance of Publicis Groupe's innovative digital advertising and media buying capabilities and Matomy's performance-based advertising solutions. Matomy believes this investment is a significant endorsement of its business model and that this closer relationship will allow access to Publicis Groupe's global presence and relationships, including leading advertisers who are currently, or soon will be, looking for a performance-based pricing model for their digital advertising campaigns. Matomy also expects that the relationship will lead to further selling of its performance-based advertising services into the media buying activities of Publicis Groupe, which will aid Matomy's global expansion ambitions.
In July 2014, Matomy completed its IPO on the LSE, following a strong first half of 2014 in which revenue increased by 20% to $129.1 million (H1 2013: $107.9 million) on a pro forma basis, and adjusted EBITDA rose by 61% to $12.7 million (H1 2013: $7.9 million), also on a pro forma basis, boosted by increased mobile and video activity.
Today Matomy has operations in more than 100 countries with nearly 400 experts around the world. Matomy boasts more than 1,600 active clients, including American Express, HSBC and Experian, in addition to 16,000-plus registered digital media sources.
Rothschild acted as the exclusive financial advisor, and Simmons & Simmons acted as the UK legal advisor to Matomy's core shareholders.
TRADING & ACQUISITION UPDATE
Since reporting on its interim results, trading has continued in line with Management's expectations as the Company has continued to execute its strategy. Consistent with its strategy, Matomy is at an advanced stage of negotiations with respect to a "bolt-on" acquisition of a European company that would enhance Matomy's mobile offering. Matomy expects to update the market in due course.
SELLING SHAREHOLDERS
Due to the strategic importance and significance of this partnership, Canaccord Genuity Limited ("Canaccord Genuity"), the Sole Bookrunner on Matomy's initial public offer ("IPO"), has consented to the Transaction and in doing so has agreed, with respect to the shares sold in the Transaction only, to waive the lock-up restrictions which otherwise apply to such shares. The Ordinary Shares were purchased from certain founding and other shareholders of Matomy who held Ordinary Shares prior to Matomy's IPO, as detailed below (the "Selling Shareholders"). The Option Shares will be satisfied by other shareholders who intend to sell and transfer to Publicis Groupe in aggregate 4,393,517 Shares, representing 4.9% of Matomy's Ordinary Share capital, less one Share, who have granted Publicis Groupe a 45-day option to purchase the Option Shares, and the Selling Shareholders have agreed to supply Shares to cover any shortfall.
Following completion of the Transaction, the Selling Shareholders have agreed to a further lock-up period expiring on 31 March 2015 for any remaining Ordinary Shares held, with the exception of Ofer Druker, Matomy CEO, who has already undertaken in connection with the Company's IPO to be locked up until 6 July 2015.
Director / Senior Management | Holding prior to Transaction | % of issued share capital | Shares sold | Resulting holding | % of issued share capital |
Ilan Shiloah | 21,862,197 | 24.38% | 8,020,643 | 13,841,554 | 15.44% |
Viola A.V. Adsmarket L.P | 14,523,208 | 16.20% | 5,378,631 | 9,144,577 | 10.20% |
Nir Tarlovsky | 6,019,230 | 6.71% | 2,064,888 | 3,954,342 | 4.41% |
Ofer Druker | 5,677,679 | 6.33% | 2,468,567 | 3,209,112 | 3.58% |
About Publicis Groupe
Publicis Groupe (Euronext Paris FR0000130577, CAC 40) is one of the world's leading communications groups. The Groupe offers a full range of services and skills: digital (DigitasLBi, Razorfish, Rosetta, VivaKi, Nurun), advertising (BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi), public affairs, corporate communications and events (MSLGROUP), media strategy, planning and buying (Starcom MediaVest Group and ZenithOptimedia), healthcare communications, with Publicis Healthcare Communications Group (PHCG), and finally, brand asset production with Prodigious. Present in 108 countries, the Groupe employs 63,000 professionals.
About Matomy Media Group Ltd
Matomy Media Group Ltd (LSE:MTMY) is one of the world's leading digital performance-based advertising companies. Working across web, social media and mobile platforms, Matomy offers advertisers, media partners and publishers a range of opportunities to generate risk-free performance-based results, delivering quality, scale and speed by providing a single gateway to eight digital media channels. Matomy's marketing solutions include: a display advertising network; mobile, social and video advertising; email marketing; search marketing and search engine optimisation; a virtual currency platform; and domain monetisation.
ENQUIRIES
Matomy Media Group Ltd
+972 77 360 6060
Ilan Shiloah, Chairman
Ofer Druker, Chief Executive Officer
Sagi Niri, Chief Financial Officer
Canaccord Genuity
+44 20 7523 8000
Simon Bridges
Peter Stewart
Mark Whitmore
MEDIA ENQUIRIES
Tulchan Communications
+44 20 7353 4200
Lucy Legh
Stephen Malthouse
Giles Kernick
Matomy Media Group Ltd.
+1 646 264 0144
Keith Trivitt