Digital Turbine (APPS) to Acquire Fyber N.V.

March 22, 2021 7:55 AM EDT

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Digital Turbine, Inc. (Nasdaq: APPS) announced today that it has entered into a definitive purchase agreement to acquire approximately 95% of the shares in Fyber N.V. (Frankfurt Stock Exchange: FBEN, "Fyber"), a leading mobile advertising monetization platform empowering global app developers to optimize profitability through quality advertising. With its proven expertise in mediation and real-time bidding, Fyber has amassed an extensive network with more than 180 programmatic demand partners that reach a total of 650 million unique monthly active users across more than 180 different countries globally. The Company's proprietary technology platform and expertise in mediation, real-time bidding, advanced analytics tools, and video combine to deliver publishers and advertisers a uniquely holistic app monetization solution.

The acquisition of Fyber is part of Digital Turbine's expressed strategy to provide comprehensive media and advertising solutions for our partners and advertisers while enriching the mobile experience for end users through native on-device discovery. By combining Fyber's rapidly growing mediation, exchange and advertising solutions with Digital Turbine's core native application and content discovery experiences, the combined company should be ideally positioned to be a leading end-to-end solution for mobile brand acquisition and monetization.

Subject to certain closing conditions, the Fyber transaction is expected to close in the second quarter. Total aggregate consideration for the transaction calculated for an acquisition of 100% of the outstanding shares in Fyber is $600 million, paid as follows: (1) $150 million in cash to be paid at closing, subject to purchase price adjustments, (2) $400 million in newly issued shares of common stock of Digital Turbine to be issued at closing, and (3) an earn-out payment of $50 million, to be paid in newly issued Digital Turbine common stock and/or cash, based on Fyber achieving certain future target net revenues over the twelve-month period ending on March 31, 2022. The Company intends to pay the initial $150 million cash portion of the purchase price with a combination of available cash on hand and borrowings under its existing senior credit facility along with future capital financing. For a complete, detailed description of the structure and terms of the transaction, please refer to the 8-K that will be filed with the Securities and Exchange Commission.

"We are very excited to welcome Fyber to the Digital Turbine team," said Digital Turbine CEO, Bill Stone. "Combined with our recently announced AdColony and Appreciate acquisitions, Fyber represents an extremely valuable puzzle piece for Digital Turbine to strategically assemble one of the largest full-stack mobile advertising solutions in the industry that will be advantageously positioned to leverage the Company's vast device distribution footprint and array of innovative products, such as Single-Tap. We believe that we will have all of the critical elements of a truly unique next-generation ad-tech ecosystem that, once integrated, will enable Digital Turbine to play a far more prominent and profitable role in the fast-growing and secularly-thriving $200+ billion mobile advertising and connected TV marketplace."

Mr. Stone concluded, "The Fyber team has done an amazing job architecting and building a highly differentiated and robustly scalable standalone business. Their strong recent growth and profitability is a testament to the quality of the Fyber team and the premium value that the company innovatively delivers to its platform constituents. We are certainly excited about the anticipated revenue synergies that Fyber, AdColony and Appreciate will engender for the combined company, our partners, and our customers."

"We are thrilled to become part of the team at Digital Turbine," said Ziv Elul, CEO of Fyber. "Fyber completed an amazing turnaround story and became a key monetization partner for top publishers in 2020. Our focus on publishers, transparency and unbiased approach plays very well with Digital Turbine's vision and what the market wants. Digital Turbine's on-device platform is a unique asset that offers tremendous synergies that our own products will be able to leverage and continue our exponential growth. Combined with the AdColony and Appreciate assets, we offer a unique and profitable growth platform. Most importantly, we are very encouraged about the similar workplace cultures and approaches that should facilitate a more seamless integration of the businesses."



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