Kubient, Inc., a cloud-based software platform for digital advertising, and Adomni Inc. (“Adomni”)  announced they have entered into a definitive merger agreement, pursuant to which Adomni will merge with and into a wholly-owned subsidiary of Kubient (the “Merger”). The combined company will focus on growing and developing Adomni’s pre-existing programmatic advertising service and platform that delivers high-impact advertising campaigns via 725,000+ connected digital out of home screens across the world. Following the closing of the Merger, the combined company is expected to operate under the name “Adomni, Inc.”

The Merger is intended to allow Adomni to strengthen and diversify its advertising technology platform while also expanding its scope to address a much larger, growing digital ad market. Adomni is also poised to expand its product offering with enhanced features around artificial intelligence (“AI”) technology. Kubient’s AI product KAI will be harnessed to deliver better advertising campaigns via Adomni’s platforms. These include enhanced accuracy of fraud prevention via AI-powered algorithms, real-time data monitoring and analysis of incoming data, advanced pattern recognition within the data, brand protection from fraudulent media, and more.

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About the Proposed Merger

Under the terms of the merger agreement, pending approval of the transaction by Kubient’s stockholders and Adomni’s stockholders and subject to customary closing conditions, Kubient will acquire 100% of the outstanding equity interests in Adomni, by means of a reverse triangular merger of a wholly-owned subsidiary of Kubient with and into Adomni, with Adomni surviving as a wholly-owned subsidiary of Kubient. In connection with the closing of the Merger, Kubient is expected to change its name to “Adomni, Inc.”

Immediately following the closing of the Merger, the equity holders of Adomni are expected to own approximately 74% of the outstanding common stock of the combined company, and the equity holders of Kubient are expected to own approximately 26% of the outstanding common stock of the combined company. The merger agreement also provides that the equity holders of Adomni may receive additional shares of Kubient equal to 1%, 2% or 5% of the outstanding shares of Kubient on a fully diluted basis following the filing of Kubient’s annual report on Form 10-K for the 2023 fiscal year upon the achievement certain audited net revenue thresholds of Kubient for the 2023 fiscal year.

The Merger has been unanimously approved by the board of directors of each company and is expected to close in the second half of 2023.

Lake Street Capital Markets LLC is acting as the exclusive financial advisor and Akerman LLP is serving as legal counsel to Kubient. Perkins Coie LLP is serving as legal counsel to Adomni.

Management Commentary

“We are proud to merge the Kubient and Adomni teams, and look forward to rolling out our growth strategy as a combined entity,” said Jonathan Gudai, Adomni’s Chief Executive Officer. “Kubient’s team and tech stack is an excellent fit with our business and we believe it will play an important role in our overall growth strategy to broaden market diversification and extend the development of our platforms. By combining our platform for Digital-Out-Of-Home with Kubient’s leadership team and knowledge in the realms of online digital advertising and connected television, we believe we can bring these elements together and deliver a truly omni-channel advertising and content experience. We believe the synergies between our companies will advance our strategic mission to deliver higher levels of ad-tech service globally.”

Paul Roberts, Kubient’s Founder and Chief Executive Officer, added: “We are very excited about what the combined strength of Kubient and Adomni will bring to the ad-tech industry, including both advertisers, and publishers. Following an extensive process of searching for the best possible partner, we are very encouraged to have arrived at this proposed merger with Adomni; we believe that Kubient has delivered its promise of providing stockholders with an initiative that brings our proprietary technology further to the forefront of the advertising market. We believe Kubient’s proprietary technology will provide Adomni’s customers with the benefit of enhanced product performance, and advanced solution capability as the company broadens its reach further into global markets. Together, we will build upon our core competencies and advance forward-thinking initiatives that play to our combined strengths. I’d like to take the chance to extend our gratitude and appreciation to our extraordinary employees, who’s hard work and commitment have brought Kubient to this point in our journey.”

Acquisition Conference Call Information

Kubient and Adomni will hold a conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss the details of the Definitive Agreement.

Date: Wednesday, May 24, 2023
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
U.S. dial-in: 1-888-506-0062
International dial-in: 1-973-528-0011
Participant Access Code: 210517

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

The conference call will be broadcast live and available for replay here and via the Investor Relations section of Kubient’s website.

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time on the same day through June 7, 2023.

Toll-free replay number: 1-877-481-4010
International replay number: 1-919-882-2331
Replay ID: 48481

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