Perion Network Ltd. (NASDAQ: PERI) has acquired Undertone, a New York City-based digital ad-tech startup, for $180 million in cash. The deal turns the combined enterprise into a global technology powerhouse, delivering high-quality advertising solutions to publishers and brands.

The acquisition will be immediately accretive and continues the strategic evolution of Perion into a global technology company delivering high-quality advertising solutions to brands and publishers. The all-cash acquisition will be financed at closing with approximately $91 million of cash from Perion, an additional $16 million as a holdback, payable in 18 months, $3 million payable in installments over the next 18 months and another $20 million, bearing interest, due in 2020. In addition, Perion has entered into a new long-term credit agreement with the existing Undertone lenders, SunTrust Robinson Humphreys, Silicon Valley Bank and Comerica Bank, for $50 million.

“We are very excited about this acquisition,” said Perion CEO Josef Mandelbaum. “In Undertone we have found a premium brand company of scale and profitability, with a differentiated sustainable position in the market. Together we firmly establish ourselves as the leader in delivering high-quality advertising solutions for publishers and brands. In addition to providing strong cash flow and revenue diversification, Undertone will add significant depth and talent to our company. With this acquisition we intend to become synonymous with engaging and impactful advertising solutions for brands and publishers.”

“We are thrilled to be joining Perion,” said Corey Ferengul, CEO of Undertone. “I am excited that Undertone’s success with high-impact formats and great relationships with brands and agencies have brought us to this point in the company’s evolution. It’s a credit to all of the hard work of our team. It’s not often you find two companies as complementary as Undertone and Perion. We share the vision as to the industry’s need for a strong offering, focused on quality. I believe the combination of our companies will result in a broad offering of unique capability for brands and agencies to reach consumers and for publishers to monetize their content.”

JMP Securities LLC served as exclusive financial advisor and debt placement agent to Perion. Goldfarb Seligman & Co. LLP served as legal advisor to Perion, and Kramer Levin LLP provided US legal advice. Morgan Stanley & Co. LLC served as exclusive financial advisor to Undertone, and Goodwin Proctor LLP acted as Undertone’s legal counsel. LionTree Advisors served as a capital markets advisor to Perion.

Undertone is a leader in high-quality, cross-screen digital brand advertising at scale. Its proprietary high-impact advertising formats enable brands to stand out online and engage users with stunning creative experiences on top mobile and desktop properties. Through its innovative technology platforms, it delivers attention-grabbing advertisements on every device through traditional and programmatic methods while aggressively protecting advertisers from digital advertising fraud. The company’s revenues for the first nine months of 2015 were $104 million, and adjusted EBITDA was $14,6 million. 75% of revenues come from high-impact cross-screen and mobile.

Perion is a global performance-based media and internet company, providing online publishers and app developers advanced technology and a variety of intelligent, data-driven solutions to monetize their application or content and expand their reach to larger audiences. Its leading software monetization platform, Codefuel, empowers digital businesses to optimize installs, analyze data and maximize revenue. its mobile marketing unit, Growmobile, enables app marketers to advertise across the industry’s top-performing traffic sources, including Facebook, Twitter and Instagram (by MMR) and Google, and increase user spend, reduce churn and improve retention through CRM engagement campaigns. Perion is headquartered in Holon, Israel.



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