LONDON, UK: Tremor International Ltd. (NASDAQ: TRMR) announced the closing of its previously announced acquisition of Amobee, a leading global advertising platform.

“We are pleased to complete the strategic Acquisition of Amobee, which we anticipate will increase our global market presence, significantly enhance and expand our technology capabilities, add new linear TV capabilities and cross selling opportunities, and enrich our growth and competitive positioning within the industry,” said Ofer Druker, Chief Executive Officer of Tremor International.

“We appreciate the ongoing support of all our stakeholders as we begin integrating Amobee into our operational strategy and technology offering. We will prioritize capitalizing on growth opportunities created through the Acquisition, while working to quickly realize cost synergies and efficiencies, and remain committed to unlocking long-term value for our shareholders.”

Acquisition Highlights

·    Expected to generate accretive Contribution ex-TAC and adjusted EBITDA within first twelve months.

·  Expands Tremor’s global market presence and creates one of the largest CTV and video end-to-end platforms and offerings in the market. 

·   Significantly enhances Tremor’s technology offering and footprint across core growth drivers including self-service DSP, performance, CTV, and data, while adding new insight tools and linear TV capabilities, and unlocking strong potential cross selling opportunities.

·    Substantially expands Tremor’s US and international reach as Amobee serves over 500 global customers and maintains strong relationships with some of the world’s leading media partners, while having limited overlap with Tremor’s pre-existing customer base.

·    Enhances Tremor’s talent base with additional highly experienced industry experts.

·  Tremor reiterates its expectation to achieve run-rate operating cost synergies of approximately $50 million on a combined pro forma basis following completion of the integration, with meaningful synergies expected by the end of 2022 and the majority expected by the end of 2023.

Transaction and Financing Details

·    The Acquisition consideration of $239 million, as adjusted, was funded through a combination of existing cash resources, and approximately $100 million from a new $180 million secured credit facility. The new credit facility consists of a $90 million secured Term Loan A drawn at closing, and a $90 million Revolving Credit Facility, of which $10 million was drawn at closing. The remaining $80 million capacity on the Revolving Credit Facility will provide the Company with ample liquidity, which may be utilized for future strategic investments and initiatives alongside existing surplus cash resources.

·    For the twelve months ended June 30, 2022, Amobee generated preliminary unaudited Contribution ex-TAC of approximately $150 million, excluding the results from Amobee’s Email Marketing Platform, which was not part of the Acquisition.

·    Tremor International will discuss additional details about the Acquisition and Q3 2022 results for both entities on its Q3 2022 earnings conference call.

Updated Combined Company Financial Guidance

·    Full year 2022 Contribution ex-TAC of approximately $330 million

·    Full year 2022 Adjusted EBITDA of approximately $160 million

·    Full year 2023 Contribution ex-TAC of approximately $500 million

·    Full year 2023 Adjusted EBITDA of approximately $200 million

Tremor International is a global company offering an end-to-end technology advertising platform, operating across three core capabilities – Video, Data and CTV. Tremor’s unique approach is centered on offering a full stack of end-to-end solutions which provides it with a major competitive advantage within the video advertising ecosystem.