March
11, 2016
AdSupply,
Inc.
10811
Washington Blvd 4th Floor
Culver
City, CA 90232
Re:
Proposal to Acquire AdSupply, Inc. by Merger
Dear
Mr. Bunnell:
This
letter (this
“Letter”)
is intended to summarize the principal terms of a proposal being considered by Adaptive
Medias, Inc.
(“Buyer”)
regarding its acquisition of AdSupply, Inc., including BlockIQ and its patents (the
“Company”)
by merger. The structure is expected to be a merger of a wholly owned subsidiary of Buyer
(“Merger
Sub”)
with and into the Company, with the Company surviving the merger. The merger is referred to as the
“Transaction”
and Buyer, Merger Sub and the Company are referred to collectively as the
“Parties.”
1.
Merger and Merger Consideration
.
(a) Subject
to the satisfaction of the conditions described in this Letter, at the closing of the Transaction (i) Merger Sub will merge with
and into the Company, and (ii) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate
existence under Nevada law as the surviving corporation in the merger.
(b) The
merger consideration to the Company would be (the
“Merger Consideration”)
payable as follows:
(i) $8,000,000
in cash payable at the closing of the Transaction; and
(ii) An
issuance of a percentage of the issued and outstanding shares of the post-merger Buyer not to be lesser than 53%, and not to be
greater than 60%, to be negotiated in good faith pursuant to a mutually acceptable formula based on the intent the total merger
consideration to the Company, inclusive of the payment pursuant to subparagraph 1(b) above, shall be equivalent to $25,000,000.
2.
Proposed Definitive Agreement
. As soon as reasonably practicable after the execution of this Letter, the Parties shall
commence to negotiate a definitive merger agreement (the
“Definitive Agreement”)
relating to the merger of
Merger Sub with and into the Company. The Definitive Agreement would include the terms summarized in this Letter and such other
representations, warranties, conditions, covenants, indemnities and other terms that are customary for transactions of this kind
and are not inconsistent with this Letter.
3.
Conditions
.
Buyer’s obligation to close the proposed Transaction will be subject to customary conditions, including:
(a) Buyer’s
satisfactory completion of due diligence;
(b) Buyer’s
receipt of cash proceeds from the financing transactions contemplated by the parties of at least $12,000,000, of which $8,000,000
will be paid to the Company and $4,000,000 will by the Buyer post-closing for working capital purposes;
(c) the
Board of Directors and stockholders of the Company, and the Board of Directors and stockholders of Buyer, approving the Transaction;
(d) the
Parties’ execution of the Definitive Agreement and any ancillary agreements;
(e) the
receipt of any regulatory approvals and third party consents, on terms satisfactory to Buyer;
(f) each
of [JUSTIN BUNNELL and JOHN ABRAHAM] entering into non- compete and non-solicitation agreements with the Company on terms agreed
with Buyer;
(g) there
being no material adverse change in the business, results of operations, prospects, condition (financial or otherwise) or assets
of the Company.
4.
Due
Diligence
. From and after the date of this Letter, the Parties will allow each Party’s advisors full access to each
Party’s facilities, records, key employees and advisors for the purpose of completing each Party’s due diligence review.
The due diligence investigation will include, but is not limited to, a complete review of each Party’s financial, legal,
tax, environmental, intellectual property and labor records and agreements, and any other matters as each Party’s accountants,
tax and legal counsel, and other advisors deem relevant.
5.
Employment
Arrangements
. Buyer would offer employment to substantially all of the Company’s employees and would expect the Company’s
management to use its reasonable best effort to assist Buyer to employ those individuals.
6.
Covenants
of the Company
. During the period from the signing of this Letter through the execution of the Definitive Agreement, unless
this Letter is terminated or expired pursuant to paragraph 8 below, the Company will: (a) conduct its business in the ordinary
course in a manner consistent with past practice, (b) maintain its properties and other assets in good working condition (normal
wear and tear excepted), and (c) use its best efforts to maintain its business and employees, customers, assets and operations
as an ongoing concern in accordance with past practice.
7.
Exclusivity
. In consideration of the expenses that Buyer has incurred and will incur in connection with the proposed Transaction,
the Company agrees that until such time as this Letter has terminated in accordance with the provisions of paragraph 8 (such period,
the
“Exclusivity Period”),
neither the Company nor any of its representatives, officers, employees, directors,
agents, stockholders, subsidiaries or affiliates (collectively, the
“Company Group”)
shall initiate, solicit,
entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons other
than Buyer and its affiliates (an
“Acquisition Proposal”)
to acquire all or any significant part of the business
and properties, capital stock or capital stock equivalents of the Company, whether by merger, purchase of stock, purchase of assets,
tender offer or otherwise, or provide any non-public information to any third party in connection with an Acquisition Proposal
or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction
with Buyer. The Company agrees to immediately notify Buyer if any member of the Company Group receives any indications of interest,
requests for information or offers in respect of an Acquisition Proposal, and will communicate to Buyer in reasonable detail the
terms of any such indication, request or offer, and will provide Buyer with copies of all written communications relating to any
such indication, request or offer. Immediately upon execution of this Letter, the Company shall, and shall cause the Company Group
to, terminate any and all existing discussions or negotiations with any person or group of persons other than Buyer and its affiliates
regarding an Acquisition Proposal. The Company represents that no member of the Company Group is party to or bound by any agreement
with respect to an Acquisition Proposal other than under this Letter.
8.
Termination
.
This Letter will automatically terminate and be of no further force and effect upon the earlier of (a) execution of the Definitive
Agreement by Buyer, Merger Sub and the Company, (b) mutual agreement of Buyer and the Company, or (c) September 1, 2016. Notwithstanding
anything in the previous sentence, paragraphs 10, 11 and 15 shall survive the termination of this Letter and the termination of
this Letter shall not affect any rights any Party has with respect to the breach of this Letter by another Party prior to such
termination. In the event Buyer, Merger Sub and the Company, do not enter into a Definitive Agreement, then upon termination of
this Letter, Buyer shall pay Company the sum of $100,000.00.
9.
Bid
Expiration
. This offer will remain in effect until September 1, 2016, unless accepted or rejected by the Company, or withdrawn
by Buyer prior to that time.
GOVERNING
LAW
.
THIS LETTER SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF
LAW PROVISION OR RULE (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS
OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF CALIFORNIA. ALL CLAIMS, DISPUTES OR DISAGREEMENTS ARISING FROM OR RELATED
TO THIS LETTER SHALL BE LITIGATED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA.
10.
No
Third Party Beneficiaries
. Except as specifically set forth or referred to herein, nothing herein is intended or shall be
construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under
or by reason of this Letter.
11.
Expenses
.
The Parties will each pay their own transaction expenses, including the fees and expenses of investment bankers and other advisors,
incurred in connection with the proposed Transaction.
12.
Publicity
.
Any announcement, or press or news release by the either Party or its respective shareholders, employees, officers, directors,
or agents with respect to the transactions contemplated hereby shall be reviewed and approved by the Buyer and Company prior to
its release, subject to any requirements of law. Buyer shall be allowed to make any announcements (preapproved by Company in writing)
relating to this Letter or the documents contemplated herein, as may be required pursuant to its public reporting obligations
with the Securities and Exchange Commission.
13.
Tax
Consequences
. No party to this Letter makes any representation or warranty as to the tax consequences of the transfers contemplated
hereby. Each party agrees to obtain and be guided by his own tax advisor.
14.
No
Binding Agreement.
This Letter reflects the intention of the Parties, but for the avoidance of doubt neither this Letter nor
its acceptance shall give rise to any legally binding or enforceable obligation on any Party, except with regard to paragraphs
7 through 13 hereof. No contract or agreement providing for any transaction involving the Company shall be deemed to exist between
Buyer and any of its affiliates and the Company unless and until a final definitive agreement has been executed and delivered.
15.
Miscellaneous
.
This Letter may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one agreement. The headings of the various sections of this Letter have been inserted for reference only and shall
not be deemed to be a part of this Letter.
[SIGNATURE
PAGE FOLLOWS]
If
you are in agreement with the terms set forth above and desire to proceed with the proposed Transaction on that basis, please
sign this Letter in the space provided below and return an executed copy to the attention of John Strong.
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Very
truly yours,
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Adaptive
Media, Inc.
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By:
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/s/
John B. Strong
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Name:
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John
B. Strong
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Title:
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Chairman
and Chief Executive Officer
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Agreed
to and accepted:
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AdSupply,
Inc.
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By:.
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/s/
Justin Bunnell
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Name:
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Justin
Bunnell
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Title:
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Chief
Executive Officer
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-
- PRESS RELEASE - -
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Investor
and Media Contacts:
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Adaptive
Medias Inc. Contact:
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AdSupply
Inc. Contact:
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Max
Pashman
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Todd
Markey
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John
B. Strong
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Justin
Bunnell
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Investor
Relations Partners
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Investor
Relations Partners
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Chairman
& CEO
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CEO
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mpashman@irpartnersinc.com
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tmarkey@irpartnersinc.com
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jstrong@adaptivem.com
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justin@adsupply.com
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Phone:
818-280-6801
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Phone:
818-280-6800
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Phone:
(949) 525-4634
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Phone:
(424) 298-8950
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FOR
IMMEDIATE RELEASE
MARCH
28, 2016
Adaptive
Medias ENTERS INTO LOI to Merge with AdSupply
Combined
Company Expects to Generate at Least $2.5 Million in
Earnings
on Over $30 Million in Revenues in First-Year
Merger
Highlights:
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Combines
state-of-the-art mobile, video, ad and content tech platforms
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Boosts
scalability, margins and future rate of growth
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Broadens
customer base and cross-selling opportunities
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Significant
potential product synergies with BlockIQ
TM
and Media Graph
TM
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Accelerates
earnings and revenue growth
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Companies
to hold conference call to discuss merger
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IRVINE,
Calif.
— March 28, 2016
—
Adaptive
Medias, Inc. (OTCQB: ADTM
), a video technology company that supports publishers,
content producers and brand advertisers, today announced that it has executed a Letter of Intent (“LOI”) to merge
with Los Angeles-based digital advertising technology company AdSupply, Inc.
www.adsupply.com
. Adaptive Medias will
pay $8 million in cash and issue stock representing approximately 53% of the Company post merger to AdSupply in consideration
for the merger.
In
its first full year, the combined entity expects to generate more than $30 million in revenues and $2.5 million in earnings. The
merged company will be consolidated into Adaptive Medias with its common stock continuing to trade under the ticker symbol “ADTM.”
The new combined entity plans to apply for a
listing on the NASDAQ following the closing of the merger.
ADSUPPLY:
30+% GROWTH, BREAKTHROUGH BLOCKIQ, LARGE FOOTPRINT
Privately
held AdSupply’s programmatic online marketplace is ranked by comScore as the 21
st
largest online advertising
network and allows
brands and agencies to buy high engagement advertising across quality
websites, both online and on mobile.
Since its inception in 2012, it has produced consecutive annual revenue growth of
greater than 30%, reaching unaudited record revenues of $18.5 million in 2015. It has an installed customer base of over 1,000
publishers, with many large and well established customers such as Google, Alibaba.com, Caesars Interactive Entertainment, Esurance,
World Wrestling Entertainment, Criteo, Char-Broil Grills and IAC Applications
(formerly called Mindspark)
.
Adaptive
Medias, Inc.
Press
Release
Page
2 of 5
Its
product line features the newly launched and patented BlockIQ™ technology (
www.blockiq.com
)
,
revolutionary
software that bypasses ad blockers and enables online publishers to recover lost revenue. Analysts estimate
that websites currently experience between 20 to 40 percent of their ads being blocked, resulting in $22 billion of lost revenue
in 2015. At the same time, according to the 2015 Ad Blocker report by Adobe Systems, the use of ad blockers in the United States
is increasing at an alarming rate of 48 percent annually. The December 9, 2015 BlockIQ launch news release can be found at:
Launch
of BlockIQ Press Release
.
BlockIQ
works by
detecting users running ad blockers, including industry leader AdBlock Plus, and offers
publishers and advertisers various options to:
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Display
a welcome message that explains the value of the website and the damage to the website and community inflicted by ad blocking.
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Protect
the publisher’s content behind the BlockIQ Passwall™ system that refuses to serve content until its site is white
labeled (visitors configure Ad Block to allow ads from that website).
|
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●
|
Lastly,
the patented BlockIQ BlockBypass™ system can defeat ad blocking to serve ads to the visitor. (
http://blockiq.com/technology/
)
|
BlockIQ
is patented, and is the most robust program on the market today. It represents a leap forward technologically, wholly superior
to anything in the prior generation. On December 9, 2015,
Direct Marketing News
wrote: “
A
company called BlockIQ, set up by the display engine AdSupply, is confronting the ad blocker problem issue with diplomacy. It
lets a publisher issue messages to sell blockers on the need for ad revenue before cutting them off from access to the website
altogether.”
(
Link to Direct Marketing News Article
)
The
combined company will benefit from BlockIQ’s sector leadership and first mover advantage in a nascent industry. While BlockIQ
currently owns the “ad blocker bypass” category, related companies have recently received increasing investment interest
or have been acquired at significant valuations.
ADAPTIVE
MEDIAS: HIGH GROWTH, BEST-IN-CLASS MEDIA GRAPH PLATFORM
Adaptive
Medias has generated consecutive annualized revenue growth of approximately 80% since 2013 with nearly nine consecutive quarters
of double-digit revenue growth. It also recently announced that it expects to exceed its previously-announced fourth quarter 2015
guidance. Its mobile video platform, Media Graph™, is regarded as best in class,
works
across all screens and devices, and
was specifically built with mobile in mind.
Anticipating
the rapid transition from Flash to HTML5, it is light and nimble, loads extremely fast and has a small footprint with a highly
intuitive UI. The
Media Graph video platform
provides a turnkey “full stack” solution for publishers, producers and advertisers to match inventory, premium content
and advertising on a single platform. According to Cisco, by 2019, mobile video will represent 72% of global mobile data traffic,
up from 55% in 2014.
MERGER
SYNERGIES: ROBUST PRODUCT OFFERING
The
combination of both companies yields significant revenue synergies. AdSupply gains access to Adaptive Medias’ best-in-class
Media Graph. Adaptive Medias gains access to AdSupply’s high impact ad network, content and patented, breakthrough BlockIQ
technology — all of which offer new, incremental revenue streams in addition to cross-selling opportunities to AdSupply’s
large, diversified customer base. Media Graph is fully supported by BlockIQ, whose advanced functionality can warn viewers, or
bypass AdBlock entirely and enable the delivery of ads via Media Graph.
Adaptive Medias, Inc.
Press Release
Page 3 of 5
The
combined company will benefit from the synergistic value added by combining valuable intellectual property portfolios, including
the higher margin and faster growing Media Graph and revolutionary BlockIQ products, with two strong, growing and stable businesses,
as well as the efficiency of a consolidated R&D capability. The CEOs of both companies have committed to continue in senior
roles with the merged company, whose headquarters will be consolidated at AdSupply’s Culver City headquarters.
COMBINED
COMPANY TO ACHIEVE SIGNIFICANT REVENUE AND EARNINGS GROWTH
Adaptive
Medias’ financial turnaround has largely been due to its transition from its lower-margin marketplace business and into
the higher-margin, greater demand for its proprietary Media Graph mobile video platform. Media Graph is just now gaining accelerating
traction with the increasing popularity of mobile video and mass migration to HTML5. When consolidated, the merged companies’
cutting edge technologies are expected to substantially boost the combined company’s gross margins almost immediately with
strong potential to scale it much higher in 2017.
As
of December 31, 2015, Adaptive Medias had approximately $52 million in net operating loss carryforwards (NOL), which the Company
believes much if not all will be applicable to offset the tax liabilities of the combined company going forward for a prospective
cash value of $15.6 million. Accordingly, these NOLs are expected to significantly increase the combined company’s earnings
and earnings per share immediately.
TERMS
OF MERGER
Under
the terms of the Letter of Intent, Adaptive Medias will pay AdSupply $8 million in cash and newly issued restricted common stock
such that Adaptive Medias’ shareholders would own 47%, and AdSupply’s shareholders would own 53%, of the combined
entity post-transaction. Adaptive Medias has already begun to seek financing for this high value-added transaction. Subject to
due diligence, audits, financing, Board and shareholder approvals and other customary closing conditions, the companies expect
to close the transaction during the second quarter of this year, although there is no guarantee that the transaction will close.
CEOS
OF ADAPTIVE AND ADSUPPLY SEE BRIGHT FUTURE AND ENHANCEMENT OF SHAREHOLDER VALUE
Commenting
on the proposed merger, Justin Bunnell, Chief Executive Officer of AdSupply, Inc. said, “The value of the technology and
product synergies between the two companies is extremely strong. We intend to dominate the superior ad block bypass category that
we have created. With the Internet rapidly migrating to HTML5 video, especially on mobile devices, we must be well positioned
in this space and Media Graph is the next generation, state-of-the-art platform that would otherwise take us two or more years
to build on our own. With AdSupply’s larger market position and customer base, this is a classic win-win deal with several
powerful catalysts for accelerated growth and profitability.
Customers
win with BlockIQ and a new, higher value proposition while shareholders benefit from a larger company with a far stronger market
position. We’re eager to get the deal closed, and due to our cultural compatibility we believe the consolidation of the
two companies will be fast and seamless,” concluded Mr. Bunnell.
Adaptive Medias, Inc.
Press Release
Page 4 of 5
Adaptive
Medias Chairman and CEO, John B. Strong, said, “We have evaluated the deal closely for both its near and long term fundamental
and financial potential, and are confident the proposed merger with AdSupply enhances the business and growth prospects of the
combined entities and will position us as the strategic partner of choice in the fast-growing mobile advertising space.
M
anagement teams and corporate cultures are highly compatible, and the combined entity will
remain nimble, flexible and maintain our emphasis on unrivalled customer service.
“Success,
however, in the digital media industry requires more than excellent service and a great technology platform. The size and scalability
we will gain are important competitive advantages as the industry continues to consolidate. The post-merger Adaptive Medias will
instantly have sufficient critical mass to allow us to compete industry-wide from SMEs to the
Fortune
500, with an all-in-one
monetization offering for publishers and advertisers through Media Graph while capitalizing on AdSupply’s disruptive BlockIQ
and larger market footprint. We believe that this transaction will significantly enhance shareholder value, and we look forward
to keeping the investment community updated on our progress,
”
concluded Mr. Strong.
Conference
Call DetaIls
Management
of both Adaptive Medias and AdSupply will be hosting an investor conference call and webcast at 1:00 p.m. Eastern Time to discuss
this press release followed by a question and answer period. To listen to the call, please dial (866) 635-0172 (Toll Free) or
(785) 424-1629 (International). A replay of the call can be accessed via phone by dialing (877) 481-4010 (Toll Free) or (919)
882-2331 (International) with replay ID #10015. A live webcast of the call will also be available at
http://www.investorcalendar.com/IC/CEPage.asp?ID=174866
.
Following the completion of the call, a recorded replay will be available on the Adaptive Media’s investor relations website.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
This
communication may be deemed to be solicitation material in respect of the proposed merger with AdSupply. In connection with the
proposed merger transaction, Adaptive Medias will file with the SEC and furnish to Adaptive Medias’ stockholders a proxy
statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, ADAPTIVE MEDIAS’ STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER.
Investors
and security holders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant
documents filed with the SEC from the SEC’s website at
http://www.sec.gov
. In addition, the proxy statement and our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to section 13(a) or 14(d) of the Exchange Act are available free of charge through our website at
https://www.adaptivem.com
as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC.
ABOUT
ADSUPPLY, INC.
AdSupply,
Inc. operates a high impact advertising network that is viewable, human, and exclusive to provide advertisers a meaningful connection
with consumers. Founded in 2012, the company offers unique ad inventory not available in exchanges or other networks from over
1,000 directly-integrated websites. For more information, please visit
www.adsupply.com
.
Adaptive Medias, Inc.
Press Release
Page 5 of 5
ABOUT
ADAPTIVE MEDIAS, INC.
Adaptive
Medias, Inc.
(OTCQB:
ADTM
)
is a leading provider of mobile video
delivery and monetization solutions for publishers, content producers and advertisers. The company’s comprehensive mobile video
technology platform, Media Graph, facilitates the delivery of integrated, engaging video content and impactful ad units across
all screens and devices. Adaptive Medias is one of the first companies to offer clients a digital video player built specifically
for the mobile world. For more information, please visit
www.adaptivem.com
. Follow
the Company on Twitter @adaptive_m.
FORWARD
LOOKING STATEMENTS
This
Press Release may contain certain forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995.
Adaptive Medias, Inc. has tried, whenever possible, to identify these forward-looking statements using words such as “anticipates,”
“believes,” “estimates,” “expects,” “plans,” “intends,” “potential”
and similar expressions. These statements reflect Adaptive Medias’ current beliefs and are based on information currently available
to it. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could
cause Adaptive Medias’ actual results, performance or achievements to differ materially from those expressed in or implied by
such statements, including without limitation, the occurrence of any event, change or other circumstances that could give rise
to the termination of the proposed merger agreement; the outcome of any legal proceedings that could be instituted against Adaptive
Medias or its directors or AdSupply related to the proposed merger agreement; the possibility that various conditions to the consummation
of the proposed acquisition not be satisfied or waived, including the receipt of all regulatory clearances related to the merger;
the failure of AdSupply to obtain the necessary financing to complete the proposed proposal, risks related to the ultimate outcome
and results of integrating the operations of Adaptive Medias and AdSupply, the ultimate outcome of Adaptive Medias’ operating
strategy applied to AdSupply and the ultimate ability to realize synergies; the effects of the business combination on Adaptive
Medias and AdSupply, including on the combined company’s future financial condition, operating results, strategy and plans; risks
that the proposed transaction disrupts current plans and operations, and potential difficulties in employee retention as a result
of the proposed merger; risks related to the combined companies’ ability to successfully implement its acquisition strategy
or integrate other acquired companies; uncertainty as to the future profitability of businesses acquired by the combined entity,
and delays in the realization of, or the failure to realize, any accretion from acquisition transactions by the combined entity;
the risk of downturns in the ad-tech industry; the effects of local and national economic, credit and capital market conditions
on the economy in general, and other risks and uncertainties described herein, as well as those risks and uncertainties discussed
from time to time in our other reports and other public filings with the U.S. Securities and Exchange Commission (“SEC”).
Adaptive Medias undertakes no obligation to update or provide advice in the event of any change, addition
or
alteration to the information contained in this Press Release including such forward-looking statements.
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