AcuityAds Acquires Social Data Leader 140 Proof for up to $20M USD

Deal adds social and mobile targeting to AcuityAds' programmatic marketing platform

TORONTO and SAN FRANCISCO, Aug. 11, 2016 /CNW/ - AcuityAds Holdings Inc. (TSXV:AT) ("AcuityAds" or "Company"), a technology leader that provides targeted digital media solutions enabling advertisers to connect intelligently with audiences across mobile, video, social and display, is pleased to announce that it has entered into a definitive agreement to acquire industry-leading social and mobile targeting company, 140 Proof, Inc.

140 Proof is a mobile tech company whose key product is a high-scale interest-targeting tool for brands. By analyzing over 20 billion interest signals from a universe of over 700 million public social profiles, the company models and sells custom audience profiles and ad-targeting to brands.  140 Proof holds a patent on its Blended Interest Graph technology, which powers its Relevance API product.

The acquisition is an all-cash deal with a value up to $20 million USD consisting of cash and performance-based payments. 140 Proof was funded by Bluerun Ventures, Founders Fund, and SV Angel.  

The deal will enable AcuityAds to provide marketers with a complete view of their prospective audience through intelligence gained from social signals, thereby improving their digital media campaigns.  Mobile advertising revenue is estimated to reach $43 billion worldwide by 2017 and by leveraging 140 Proof's technology, the Company anticipates a significant increase in its mobile revenues.  

140 Proof's social data targeting technology adds to the suite of AcuityAds' capabilities, alongside proprietary machine-learning technology, real-time reporting and integration with the industry's leading data management platform, Adobe Audience Manager, enabling the Company to more effectively address the digital, social and data-driven needs of today's marketer. 

"Our vision has always been to create the most robust self-serve programmatic marketing platform in the industry by enabling marketers to target and connect more intelligently," stated Tal Hayek, CEO of AcuityAds. "The 140 Proof acquisition accelerates our ability to leverage social media data for brand advertisers and media companies to deliver powerful targeted advertising at scale. We believe that this acquisition will yield a game-changing audience targeting solution for Acuity's customers and their digital marketing initiatives."

Jon Elvekrog, CEO of 140 Proof commented, "140 Proof has grown from a few coders in a San Francisco warehouse to one of the most advanced social data machine learning companies in the Valley. We deliver billions of socially targeted ad impressions to help global brands such as General Motors, Kraft, ESPN, and Victoria's Secret grow their businesses. By joining 140 Proof's social data product and audience visualization tools with an industry leading programmatic platform, 140 Proof and Acuity together create an integrated social and programmatic powerhouse. We look forward to introducing the combined offering and value proposition to our customers and are excited to be joining the AcuityAds team."

It is expected that this transaction will be completed in the third calendar quarter of 2016 and remains subject to the approval of 140 Proof shareholders.  The Board of Acuity and 140 Proof have unanimously voted in favor of this transaction. The trailing 12-month pro-forma revenues for the period ended June 30, 2016 for the combined organization are approximately $35 million CDN.  AcuityAds intends to finance the initial payment by utilizing an updated banking facility with Silicon Valley Bank for additional working capital as well as a minimum of $1.0 million CDN term loan with certain non-arm's length lenders.  AcuityAds will acquire 100% of 140 Proof's outstanding common stock in exchange for a combination of cash and performance based earn-outs which if met, could potentially value this transaction at approximately $20 million USD.  Under the terms of the agreement, 140 Proof will receive $3.0 million USD on closing, with additional payments in performance-based earn-outs to be achieved over a 3-year period, subject to the achievement of certain gross profit and contribution margin milestones.  Any earn-out payments are expected to be self-funded and this acquisition is expected to be accretive to AcuityAds' earnings.  No additional shares are being issued with respect to the closing of this transaction. A copy of the transaction agreement will be filed on the Company's SEDAR profile at www.sedar.com. Ov2 Securities Inc. has advised AcuityAds on this transaction and will receive an advisory fee of $100,000 USD.  A director of AcuityAds is a principal of Ov2 Securities Inc.

About 140 Proof

140 Proof is a native social advertising technology company that uses social data to target relevant ads based on consumers' interests. 140 Proof's patented Blended Interest Graph technology incorporates over 20 billion interest signals and is unique in its approach of analyzing connections over content. 140 Proof investors include Silicon Valley notables BlueRun Ventures, Founders Fund, and Ron Conway's SV Angel, among others. The business is headquartered in San Francisco with sales offices in Chicago, Detroit, New York, Seattle and Los Angeles.  For more information, visit www.140Proof.com.

About AcuityAds

AcuityAds is a technology company that enables marketers to connect intelligently with their most meaningful audiences through digital media.  At the core of its offerings is a self-serve programmatic marketing platform, powered by proprietary machine learning technology.  AcuityAds empowers marketers through its industry leading advertising campaign solutions with real-time reporting and analytics, bringing accountability to programmatic advertising to deliver business results.

AcuityAds is headquartered in Toronto, Canada with sales offices in New York City, Los Angeles, San Francisco, San Diego, Vancouver, Calgary and Montreal.  For more information, visit AcuityAds.com.

Disclaimer in regards to Forward-looking Statements

Certain statements included herein constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, AcuityAds does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE AcuityAds Inc.

For further information: Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, bpedram@virtusadvisory.com; Tal Hayek, Chief Executive Officer, AcuityAds Holdings Inc., 416-218-9888, tal.hayek@acuityads.com

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