LONDON: Taboola.com Ltd. has agreed to acquire Dianomi plc, a London-listed advertising technology company, in a deal that could be worth as much as £27 million, the companies announced.

Under the terms of the agreement, Dianomi shareholders will receive 64 pence in cash per share, plus a contingent consideration unit that could add up to 24 pence more per share, bringing the maximum potential payout to 88 pence per share.

The cash portion alone values Dianomi’s issued and to-be-issued share capital at approximately £19 million on a fully diluted basis. That represents a 68% premium over Dianomi’s closing share price of 38.0 pence on the last practicable trading day before the announcement, a 114% premium over its three-month average share price, and a 350% premium over its six-month average.

If the contingent payments are paid in full, the deal’s maximum value of £27 million would represent premiums of 132%, 194% and 519% over those same benchmarks, respectively.

The acquisition will be carried out through Taboola Europe Limited, a wholly owned subsidiary of Taboola, by means of a court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006.

Contingent payments tied to publisher agreements

The additional consideration is not guaranteed. Payment through the contingent units depends on a subset of Dianomi’s publishers adopting certain provisions of Taboola’s standard terms in their publisher agreements within an agreed time frame, subject to a minimum threshold and the net revenue those publishers generate. The companies said there is no certainty that any additional consideration will ultimately be paid.

Each Dianomi shareholder will receive one contingent consideration unit per share held, which will entitle the holder to a loan note. The principal value of that loan note — capped at 24 pence and potentially as low as zero — will be determined through an assessment process outlined in a separate deed poll. If the assessment process determines the value is zero, no loan notes will be issued and shareholders will receive nothing further. No discretion is afforded to Taboola or to representatives in that process, and the U.K. Takeover Code will not apply to the units or loan notes after the deal closes.

Deal rationale

Taboola, a performance-advertising technology company, said it reaches more than 600 million daily active users through its Realize platform, working with publishers including NBC News and Yahoo and device makers such as Samsung and Xiaomi. Dianomi, which works with more than 600 advertisers and publishers, specializes in finance, business and lifestyle content.

Taboola said the acquisition would strengthen its position in premium finance-focused advertising, combining its scale and data capabilities with Dianomi’s publisher relationships in what it described as brand-safe, high-intent environments. The company pointed to expected revenue synergies, cost savings and improved yield for publishers as key benefits of the combination.

Board recommendation

Dianomi’s board, advised by Panmure Liberum on the financial terms, called the deal fair and reasonable and intends to unanimously recommend that shareholders vote in favor of it. Dianomi directors who hold shares have given irrevocable undertakings to vote in favor, covering roughly 3,134,944 shares, or about 10.4% of Dianomi’s outstanding shares as of the last practicable date.

Panmure Liberum is acting as independent financial adviser to Dianomi’s board for purposes of Rule 3 of the U.K. Takeover Code.

Approval process and timetable

For the scheme to take effect, it must be approved by a majority of Dianomi shareholders present and voting at a court-sanctioned meeting, representing at least 75% in value of the shares voted.

The cash consideration will be paid within 14 days of the scheme becoming effective, contingent on shareholder and court approval.

Documents detailing the transaction, including notices for the shareholder meetings, are expected to be sent to Dianomi shareholders within 28 days of the announcement. The companies said they expect the required meetings to take place in November 2026 and the deal to become effective before the end of 2026, subject to regulatory conditions including clearance from the U.K. Competition and Markets Authority.

Rupert Hodson, Co-Founder and CEO of Dianomi said: “I am immensely proud of the differentiated position Dianomi has built over more than 20 years, underpinned by our technology, specialist expertise and long-standing relationships with many of the world’s leading publishers and advertisers. As the digital advertising market continues to evolve, we believe the combination with Taboola will provide Dianomi with the additional scale, technology and resources to compete and grow in this changing market. The Dianomi Board believes the Acquisition represents an attractive outcome for shareholders and creates a strong platform for the future of the business.”

Adam Singolda, CEO of Taboola said: “Dianomi has demonstrated a commitment to connecting the largest financial brands in the world with their target audience to power successful performance-driven advertising. Dianomi’s focus on helping advertisers to reach potential consumers within business and finance is a great complement to Taboola’s ability to drive performance within these verticals and across all other verticals as well. Together with Dianomi, we will be able to offer an even larger, highly curated, trusted network of publishers that advertisers can tap into to reach audiences, via our Realize performance advertising platform.”