Taboola Acquiring Connexity, Bringing Personalized e-Commerce Recommendations To The Open Web

Acquisition creates one of the largest e-Commerce media platforms on the open web;
Connexity clients include Walmart, Wayfair, Skechers, Macy’s, eBay and Otto

• Connexity is one of the largest e-Commerce media platforms on the open web, with over a million monthly transaction events.

• The acquisition will enable merchants to reach new clients through Taboola on the open web.

• Taboola and Connexity will be well positioned to drive growth to digital properties and help diversify their revenue mix, while also helping merchants and advertisers — all capitalizing on the significant future growth potential within the $35+ billion e-Commerce media addressable market in the US, according to eMarketer.

• Connexity drives its merchant business using contextual signals, alongside direct relationships with publishers, similar to Taboola – hence is not reliant on third party cookies.

• This acquisition creates a company with ex-TAC Gross profit of over $500 million, and approximately $185 million of adjusted EBITDA over the twelve months ended March 31, 2021.¹

• Taboola expects to grow its stand-alone ex-TAC Gross profit in 2021 more than 20% versus 2020. When including Connexity, the pro forma growth of ex-TAC in 2021 vs 2020 is also expected to exceed 20%.

• The transaction is expected to be accretive to our anticipated profitability in the first full year following the transaction.

• The combination will mark a significant step forward towards Taboola’s open web vision by bringing a market-leading catalog of e-commerce offerings into Taboola’s “Recommend Anything and Anywhere” strategy.

• The total consideration of the transaction is approximately $800 million, consisting of cash and Taboola shares.

Taboola, a global leader in powering recommendations for the open web, helping people discover things they may like, announced today that it has entered into a definitive purchase agreement to acquire Connexity from Symphony Technology Group for approximately $800 million. Connexity is one of the largest independent e-Commerce media platforms in the open web, serving over 1,600 direct merchants, and 6,000 publishers.

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Connexity’s core technology powers customer acquisition for leading merchants including Walmart, Wayfair, Skechers, Macy’s, eBay and Otto. Connexity reaches more than 100 million unique shoppers per month, via relationships with premium publishers including Condé Nast, DotDash, Hearst, Vox Media, Meredith, and News Corp Australia. In addition, Connexity allows publishers to seamlessly integrate more than 750 million product offers on their websites, providing a significant revenue stream.

The acquisition of Connexity aligns with Taboola’s “Recommend Anything” growth strategy to introduce new types of recommendations and enter new segments, while leveraging its significant scale and recommendations platform to deliver even greater value to its 9,000 digital property partners, 13,000 direct advertisers and 500 million daily active users. This acquisition empowers a new type of advertiser to connect with Taboola’s massive and global audience across the open web, while providing publishers with a new and additional way to drive meaningful revenue growth, tapping into the estimated $35 billion U.S. e-Commerce media market, as well as the large global market.

Taboola’s advanced technology coupled with Connexity’s retail expertise and index of more than 750 million product offers will help introduce a new type of recommendation offering for Taboola on the open web. These recommendations will connect editorial content to product recommendations, where readers can easily buy products related to stories they are reading.

“We’re so excited to welcome the Connexity team to our Taboola family, today is a big day,” said Adam Singolda, CEO and founder, Taboola. “The rise of social commerce proves the value of commerce alongside content, and with Connexity, Taboola is primed to bring this value to the open web. e-Commerce is the future of the open web, consumers will be buying outside of Amazon, on publishers’ sites next to trusted editorial content a lot more than they are today. Amazon has millions of merchants, but merchants mainly have Amazon. That changes today. Combining Taboola and Connexity’s technologies is one step forward in creating an alternative to walled gardens.”

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“Today, our vision of helping brands easily connect with customers and helping publishers grow gets supercharged with Taboola,” said Bill Glass, CEO of Connexity. “This is a shared vision for both companies, which makes this deal a natural fit and a huge win for both of our customer sets. I want to thank all of the team members as well as our loyal customers and partners who have helped Connexity pioneer its space and grow over the past 20 years.”

Today’s deal represents Taboola’s fifth acquisition and adds over 200 people to their team, bringing the number of total employees to approximately 1,600. Bill Glass, Connexity CEO, and the Connexity management team will lead the newly formed business unit at Taboola.

Connexity generated $158 million of revenue, $63 million of ex-TAC Gross profit and $28 million of Adjusted EBITDA in 2019, growing to $176 million of revenue, $78 million of ex-TAC Gross profit and $38 million of Adjusted EBITDA in 2020, driven by expansion of its merchant customer base, as well as the successful integration of Skimlinks’ market-leading commerce content technologies.

Transaction Details
Total estimated consideration for the Connexity acquisition is $800 million including purchase price and retention incentives. Taboola plans to finance the transaction with approximately $260 million from cash on hand, $300 million from committed debt financing and approximately $240 million through the issuance of ordinary shares to the seller. The exact number of ordinary shares issued will depend on the volume weighted average price of Taboola’s shares over the five business days ending three business days prior to the closing. The company expects the transaction to close in the third quarter of 2021, subject to receipt of regulatory approvals and satisfaction of customary closing conditions. Until the transaction closes, both companies will continue to operate independently.

Following becoming a publicly listed company on June 30, 2021, Taboola’s estimated fully diluted share count, as of the start of the third quarter, was approximately 256 million using the Treasury Stock Method of estimating fully diluted shares outstanding. This implies a fully diluted market capitalization of approximately $2.3 billion based on Taboola’s closing stock price of $9.00 on July 22, 2021. This market capitalization would imply dilution from this transaction to existing shareholders of approximately 10.4% at the $9.00 share price. These figures are estimates and only for illustrative purposes.

JPMorgan Chase Bank, N.A. and Credit Suisse AG acted as financial advisors to Taboola. JPMorgan Chase Bank, N.A. and Credit Suisse AG are providing committed debt financing for the transaction. Davis Polk & Wardwell LLP and Meitar Law Offices provided legal counsel to Taboola. Baird and BrightTower acted as financial advisors to Connexity. Paul Hastings LLP provided legal counsel to Connexity.

Conference Call Information
Taboola will host a conference call today, Friday, July 23rd, at 8:30 a.m. ET to discuss the transaction. The call can be accessed via webcast at https://investors.taboola.com, or by conference call by dialing (877) 312-1874, or (470) 495-9527 for international callers, and entering the conference ID 3278004.

Taboola will provide additional details about the transaction and Q2 2021 results on its Q2 2021 earnings conference call, which is planned for Wednesday, August 11th.

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¹ This release sets forth certain combined financial information for Taboola and Connexity. Such financial information is a simple summation of results for Taboola and Connexity, and does not reflect pro forma financial results pursuant to Article 11 of Regulation S-X. Such pro forma financial results could differ materially from that set forth above.

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