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TORONTO, Feb. 22, 2022 -- Sabio Holdings Inc. (TSXV: SBIO) (the "Company" or "Sabio"), a leading provider of Connected TV ("CTV") software solutions, validated by performance, is pleased to announce that it has entered into a definitive asset purchase agreement dated February 18 ("Agreement") pursuant to which a newly formed wholly owned subsidiary of the Company, Sabio Acquisition Inc., will acquire (the "Acquisition") substantially all of the assets of Vidillion Inc. ("Vidillion"), a U.S. based CTV supply side platform (SSP), in a combined stock-and-cash transaction. The aggregate consideration is valued at approximately up to US$3 million, composed of common shares of the Company valued at approximately US$1.75 million (the "Share Consideration") and US$1.25 million in cash (the "Cash Consideration"), subject to customary working capital, indemnity, and tax adjustments. The Acquisition will be an Arm's Length Transaction, as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"), and no finder's fees are payable in connection with the Acquisition. The Acquisition is subject to a number of conditions, including the review and approval of the Exchange.
Both the Cash Consideration and the Share Consideration will be paid or issued to the vendor on closing of the Acquisition. The common shares comprising the Share Consideration will be subject to a lock-up period of six months following the closing of the Acquisition, which may be extended in the event of post-closing indemnity claims, in addition to any hold periods or restrictions under applicable securities laws or the policies of the Exchange. The price per common share will be calculated using the five-day volume weighted share price of the common shares of Sabio on the Exchange immediately prior to the date of closing of the Acquisition.
Vidillion has established direct relationships with publishers with access to exclusive inventory across a diverse set of content verticals. Sabio is currently a customer of Vidillion. The Acquisition is expected to further expand Sabio's access to premium CTV inventory and boost gross margins. Having direct relationships with publishers is also anticipated to provide unique advertising opportunities within the expanding CTV market.
Sabio's analytics platform, AppScience®, which is powered by its proprietary household graph of 300 million opt-in mobile devices and 55 million validated CTV households, stands to further strengthen its capabilities with the integration of unique data sets from the Acquisition. AppScience's mobile-first approach to CTV is anticipated to enable Sabio and Vidillion customers to improve CTV advertising performance and inventory scale between platforms with full-funnel, people-based marketing capabilities.
"We have been working closely with Vidillion for over a year with a shared belief that consumers, content providers, and brands deserve a better and more accountable CTV experience," said Aziz Rahimtoola, CEO and co-founder of Sabio. "The versatility, scalability, and granular level of insights of combining our existing AppScience's analytics and Sabio's proprietary Demand-Side Platform (DSP) with Vidillion's publisher level data and monetization capabilities is expected to enhance our current CTV offering, making it one of the first full-stack CTV solution for marketers and suppliers."
In addition to scale and distribution across approximately 120 countries, Vidillion boasts a technology stack that includes tools for ad break optimization, server-side ad insertion (SSAI), content recognition, and dynamic ad insertion (DAI) with demand side partner integrations that assist publishers in quickly and easily finding new ways to monetize their inventory and brands in reaching greater scale in CTV.
"CTV has become one of the hottest platforms in marketing in recent years, but we have been a pioneer in the space for over a decade," said Thomas Engdahl, President and CEO of Vidillion. "Joining forces with Sabio will allow for the leveraging of Vidillion's purpose-built technology and patents to create more impactful campaigns for brands and better experiences for viewers."
The closing of the transaction, which is targeted to take place on or around the end of the first quarter of 2022, is subject to customary closing conditions, including but not limited to, receipt of approval of the Exchange. Accordingly, there can be no assurance that the Acquisition will be completed on the terms proposed above or at all. The Acquisition is anticipated to be funded through a US$1.25 million draw on the Company's existing line of credit at an interest rate of the greater of (i) the Wall Street Journal prime rate plus 1.00% and (ii) 4.25%. A copy of the definitive agreement will be filed under the Company's profile on www.sedar.com
About Sabio Holdings
Sabio Holdings Inc. (TSXV: SBIO) is a CTV technology provider that delivers optimized yield performance via addressable cross screen solutions built on mobile behavior. The Sabio portfolio is comprised of the trusted and transparent demand side platform, Sabio, and the real time measurement and attribution platform, AppScience®. Together, the companies provide brands and agencies with end-to-end advertising suites, powered by its proprietary household graph of more than 300 million mobile devices and 55 million validated CTV households. For more information, visit: sabioholdingsgroup.com
About Vidillion, Inc.
Vidillion is a leading CTV distribution and ad monetization service, streaming more than 1,200 TV channels and 10,000 movies and video clips to approximately 120 countries via the internet to Amazon FireTV, AppleTV, Roku, and smart TVs. Vidillion aggregates CTV publishers, distributes their content, and monetizes their content with advertising. For more information, visit: vidillion.com
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Use of Non-IFRS Measures
This press release makes reference to certain non-IFRS (International Financial Reporting Standards) measures, including, but not limited to, EBITDA. These measures do not have a standardized meaning prescribed by IFRS or recognizable under Canadian generally accepted accounting principles and therefore they may not be comparable to similarly titled measures presented by other companies and should not be construed as an alternative to other financial measures determined in accordance with IFRS. Rather, these non-IFRS measures are provided as additional information to complement IFRS measures by providing a further understanding of operations from management's perspective. Accordingly, non-IFRS measures should not be considered in isolation nor as a substitute for analysis of financial information reported under IFRS.
This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including but not limited to, statements relating to the completion of the Acquisition, expected timing of closing of the Acquisition, and the anticipated impact of the Acquisition on the business of the Company. Forward-looking information includes, without limitation, statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts", and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations, or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors, and assumptions concerning future events that may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including but not limited to, failure to obtain the required approvals for the Acquisition and failure to complete the Acquisition on the terms proposed or at all. The Company has assumed that the material factors referred to herein will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. All forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
For further information, please contact: Sabio Holdings Inc., Aziz Rahimtoola, Chief Executive Officer, E-mail: firstname.lastname@example.org, Phone: 1.844.974.2662