PERI up 6% in pre-market on news of completion of the Conduit merger -
(NASDAQ: PERI) today announced the completion of the acquisition of Conduit’s ClientConnect business (“ClientConnect”) in an all-stock transaction, creating a leading data-driven technology company with a proven lifecycle management platform that provides distribution, monetization and analytics solutions to publishers.
Josef Mandelbaum, Perion’s CEO, commented, “This transaction uniquely positions Perion as a leader in the software distribution ecosystem. Combined, we are focused on providing a variety of intelligent data-driven solutions to help publishers increase distribution and monetize their apps. Our vast network of developer partners, our many end users and our shareholders will benefit from our increased scale, driving exceptional reach and strong market recognition as we emerge today as one of the largest global digital distribution and product companies in the world.”
“Our combined financial strength also enables us to significantly expand our investment in the mobile space and data analytics, two areas we believe will serve as the foundation for our top and bottom-line growth in the years to come. This is the start of an exciting new day for Perion. We have evolved from a small, product-focused company to a platform-based industry leader with a range of revenue streams and valuable expertise which will lead to incremental opportunities in the future. We welcome the employees, shareholders and customers of ClientConnect to Perion.”
Conduit spun off its ClientConnect business, which includes its monetization and distribution platform for publishers and developers. The spun-off company has become a wholly owned subsidiary of Perion, which issued approximately 54.8 million shares to ClientConnect’s selling shareholders, and approximately 2.8 million options to ClientConnect’s option holders, based on Perion’s fully diluted share count at closing. Perion is now owned approximately 81% by the existing Conduit shareholders and option holders and 19% by existing Perion shareholders and option holders, on a fully diluted basis.
Perion’s shareholders overwhelmingly voted in favor of the acquisition of ClientConnect in November 2013. Various standstill provisions were put in place for major shareholders and no single shareholder owns more than 15% of the shares outstanding post-closing. Key shareholders include Benchmark Capital and JPMorgan Chase & Co. All former ClientConnect shareholders will be subject to contractual lock-up provisions prohibiting any public resale of their Perion shares for a period of six months and imposing conditional resale restrictions in the subsequent 18-month period.
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