Kubient and Adomni Announce Definitive Merger Agreement
NEW YORK, — Kubient, Inc.(NasdaqCM: KBNT, KBNTW) (“Kubient ” or the “Company”), a cloud-based software platform for digital advertising, and Adomni Inc. (“Adomni”) today 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.
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.
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.
Kubient is expected to change its name to “Adomni, Inc.”
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 held a conference call on May 24 to discuss the details of the Definitive Agreement.
The conference call was broadcasted live and is available for replay here and via the Investor Relations section of Kubient’s website.
A telephonic replay of the conference call will be available through June 7, 2023.
Toll-free replay number: 1-877-481-4010
International replay number: 1-919-882-2331
Replay ID: 48481
About Adomni
Adomni = advertise everywhere. The company was founded in 2015 with the vision to provide an online marketplace for brand marketers and ad agency media specialists to easily and quickly launch digital advertising campaigns in the real world. Today, Adomni’s connected screen inventory reaches a monthly audience of over one billion people across 37 digital screen types. Digital screen types range from outdoor placements such as digital billboards, urban panels and vehicle tops to indoor placements in high-traffic locations such as airports, bars and restaurants, gas stations, gyms and shopping malls.
Adomni’s ad planning and buying platform enables media planners and buyers to view inventory availability, transparently view pricing, target their ideal audience using its proprietary Audience IQ technology, and measure the performance impact of the ad campaign on the brand’s business goals via custom reports. The simplicity and ease of Adomni’s platform enables campaigns to be planned and launched in just minutes.
Adomni also owns and operates a consumer-facing platform called Shoutable. Shoutable specializes in putting user-generated-content (UGC) on digital billboards as the first direct-to-consumer marketplace that bridges social media with the physical world. In just minutes, anyone can choose a template, add their photo and text and make a credit card purchase for small amounts of space on digital billboards and other digital out of home screens. Brands are also able to sponsor Shoutable campaigns by providing custom templates for consumers to add their personal content and place a free order which is subsidized by the brand. For additional information, please visit www.adomni.com or www.shoutable.me.
About Kubient
Kubient is a technology company with a mission to transform the digital advertising industry to audience-based marketing. Kubient’s next generation cloud-based infrastructure enables efficient marketplace liquidity for buyers and sellers of digital advertising. The Kubient Audience Marketplace is a flexible open marketplace for advertisers and publishers to reach, monetize and connect their audiences. The Company’s platform provides a transparent programmatic environment with proprietary artificial intelligence-powered pre-bid ad fraud prevention, and proprietary real-time bidding (RTB) marketplace automation for the digital out of home industry. The Audience Marketplace is the solution for brands and publishers that demand transparency and the ability to reach audiences across all channels and ad formats. For additional information, please visit https://kubient.com.