Outbrain Completes the Acquisition of Teads

Combination Creates the Omnichannel Outcomes Platform for the Open Internet

Outbrain Inc., announced the closing of its acquisition of Teads, following receipt of all necessary regulatory approvals. The two companies will merge their respective branding and performance offerings to create the omnichannel outcomes platform for the open internet, and will operate under the name Teads.

The new Teads will create one of the largest optimized supply paths on the premium open internet, with a focus on connecting curated, exclusive media environments with elevated, data-driven creative experiences. The combined company offering will be strengthened by Outbrain’s proprietary predictive technology and AI optimization. It will provide a solution for marketers to leverage a single partner to deliver concrete outcomes at every step of the marketing funnel— offering unique ways to combine advertising solutions from awareness to sales. The company’s combined data set will power expanded contextual, audience and purchase-based targeting capabilities, connecting CTV experiences to digital moments to drive measurable outcomes.

“I am extremely excited about this new chapter in our journey. This transformative merger creates a company that directly addresses a large gap in the advertising industry: a scaled end-to-end platform that can drive outcomes, from branding to consideration to purchase, across screens,” said CEO, David Kostman.

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“Together, we are creating an extraordinary new company, combining the best of both organizations’ deep expertise in omnichannel video branding solutions and performance advertising. The new Teads’ mission is to drive lasting value with an offering that invites marketers to expect better outcomes, media owners to expect sustainable value, and consumers to expect elevated experiences. I want to thank the teams of both Outbrain and Teads, who have pioneered major advertising categories, and have built leading global companies over more than a decade. It is their innovation and commitment that have brought us to this moment and will propel us to new heights,” added Kostman.

Co-President & Chief Business Officer, Jeremy Arditi, added: “We’re committed to creating a solution that will harness the untapped opportunity of the open internet, and allow all of its constituents to thrive. We believe that by prioritizing beautiful creative experiences, trust and transparency in media, and delivery of meaningful outcomes, we can create a stronger ecosystem that provides value for all.”

“The merger between Teads and Outbrain makes a lot of sense strategically. We look forward to exploring the new possibilities this provides us with to reach our audiences in a new and interesting way, to deliver full funnel solutions and better business outcomes,” said Sital Banerjee, Global Head of Integrated Media, Performance Marketing, and BMI Management at Lipton Teas and Infusions.

Highlights:

• The combination will merge two open internet category leaders to create a unified omnichannel platform that delivers outcomes from branding to performance across all screens, including CTV, mobile and web. The new company will operate under the name Teads.
• The union creates one of the largest open internet companies, with combined advertising spend of approximately $1.7 billion (FY24), reaching 2.2 billion consumers.
• The company will unite two of the richest contextual and interest data sets on the open internet, powering an advanced AI prediction engine to optimize advertiser outcomes.
• Outbrain CEO, David Kostman, will serve as CEO of the combined company, with Jeremy Arditi and Bertrand Quesada, former Teads CEOs, assuming the roles of Co-President, Chief Business Officer of the Americas and International respectively.
• The two companies are preliminarily reporting a combined Ex-TAC Gross Profit of $623 million and Adjusted EBITDA of $230 million in 2024 including $65-75 million of estimated synergies¹.
• Transaction value of approximately $900 million, comprised of $625 million in cash and 43.75 million Outbrain shares.
• Altice, selling shareholder of Teads, will nominate two out of a total of 10 board members.
• Outbrain is providing selected preliminary results for the fourth quarter, in line with previously issued guidance in Outbrain’s November 2024 earnings call, and selected preliminary results for Teads and the combined company.

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Key Combined Strengths

With the completion of the combination, the new Teads will offer clients and partners:

• Exceptional reach at great scale, across exclusive environments
  • 96 percent open internet audience reach*
  • Number one most direct supply path, as rated by Jounce**
  • Direct access to 10,000 media environment
  • Connected to the top 4 OEMs and several of the top Streaming Apps unlocking access to 50bn CTV Monthly Ad Opportunities, including unique CTV homescreen inventory
  • Proprietary code-on-page relationships with premium editorial properties globally, providing access to incremental inventory and yielding extensive audience interest and engagement insights
• Creatives built for outcomes
  • Data-driven, beautiful creative solutions designed to connect brand moments across the marketing funnel — from CTV to editorial and beyond
  • Proven impact from unique experiences, with 74 percent higher attention for unique CTV native creative
  • Strategic Joint Business Partnerships with more than 50 of the world’s most premium brands
• AI-powered predictive technology
  • Proprietary prediction engine, cultivated over 18+ years to drive performance outcomes, making 1 billion predictions each minute
  • 4 billion signals processed each minute via AI and machine learning
  • 50 live AI models
• Expansive omnichannel graph, expanded on the Teads Omnichannel Graph foundation
  • The Teads Omnichannel Graph (OG), a proprietary tool extending contextual and audience-targeting capabilities into the CTV environment, will be further expanded by Outbrain engagement, interest, and conversion data
  • Extensive data signals feeding an understanding of audiences across screens, including:
    • 130,000 articles scanned per minute
    • 500,000 CTV programs enriched with data per month
    • 1 billion engagement and contextual signals processed each minute

Transaction Details

Outbrain, Altice and Teads have amended the previously announced share purchase agreement, dated August 1, 2024. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain (valued at approximately $263 million based on the closing price of Outbrain’s common stock as of January 31, 2025, of $6.01).

Under the revised terms, there is no deferred cash payment or convertible preferred equity component. The revised terms have meaningfully reduced the level of required debt financing and simplified the transaction structure.

Outbrain intends to finance the transaction with existing cash resources and $625 million in committed debt financing from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd., subject to customary funding conditions. Outbrain will also issue to Altice 43.75 million shares of common stock. Altice will nominate two directors to the board of Outbrain and will be bound by a stockholder agreement with Outbrain containing arrangements and restrictions concerning voting and disposition of the shares issued to Altice.

Financial Highlights

Preliminary Estimated Unaudited Financial Information for the Quarter and Year Ended December 31, 2024

Today Outbrain is furnishing on Form 8-K selected preliminary estimated unaudited financial information for each of Outbrain and Teads on a standalone basis and on a combined company basis for the quarter and year ended December 31, 2024. Excerpts of such financial information can be found below. You are encouraged to refer to the Form 8-K and other documents filed or furnished by Outbrain with the SEC through the website maintained by the SEC at www.sec.gov.

The Company previously announced its expectation to achieve $50 – 60 million of annual revenue and cost synergies in the second full year following completion of the acquisition, with further opportunities for expanded synergies in the following years. The Company now expects to realize approximately $65 – 75 million of annual synergies in FY 2026 with further opportunities for expanded synergies in the following years. Of this amount, approximately $60 million relates to cost synergies, including approximately $45 million of compensation related expenses. The Company plans to action approximately 70% of the compensation related expense savings during the first month post-closing. The upsize in expected synergies follows a robust integration planning process, enabling a larger and more rapid synergy capture.

Outbrain is providing selected preliminary results for the fourth quarter and full year 2024, as follows:

• Ex-TAC gross profit of $68.3 million for Q4 2024, and $236.1 million for FY 2024
• Adjusted EBITDA of $17.0 million for Q4 2024, and $37.3 million for FY 2024

For Teads, we are providing the following selected preliminary results for the fourth quarter and full year 2024, as follows:

• Ex-TAC gross profit of $119.9 million for Q4 2024, and $386.6 million for FY 2024
• Adjusted EBITDA of $52.2 million for Q4 2024, and $122.7 million for FY 2024

The two companies are preliminarily reporting a combined Ex-TAC Gross Profit of approximately $623 million and Adjusted EBITDA of approximately $230 million in 2024, including $65-75 million of estimated synergies².

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Source – Globenewswire