Cadent Announces Intent to Acquire Pioneer AdTheorent

Cadent, one of the largest independent solutions providers for converged TV advertising, today announced a definitive agreement to acquire all outstanding shares of AdTheorent Holding Company, Inc. (Nasdaq: ADTH), a machine learning pioneer and industry leader delivering measurable value for programmatic advertisers, for a cash consideration of $3.21 per share.

The combination of Cadent and AdTheorent will create one of the largest independent omnichannel audience activation platforms for buyers and sellers of advertising. The newly formed entity will focus on providing expanded performance advertising solutions that cater to both digital and traditional TV markets, powered by advanced machine learning and a unified media and data marketplace.

"Together, Cadent and AdTheorent will enable our customers to drive performance across all strategic audiences, no matter where they consume media or where they are in the sales funnel," said Nick Troiano, CEO of Cadent. "We will connect the worlds of programmatic and TV, providing solutions across our partner ecosystem that will drive next-generation omnichannel reach and performance results."

Upon closing, the combined company will serve nearly 1,000 advertisers, and partner with leading holding companies, agency groups, independent agencies, and premium publishers. In addition, AdTheorent's leadership in ID-independent machine learning and algorithmic audience solutions, combined with Cadent's cookieless household identity graph uniquely positions the combined company to be at the forefront of unifying fragmented audiences.

"AdTheorent's customer-focused culture, award-winning technology and commitment to innovation has helped our team build a strong brand that is a recognized leader in performance-first programmatic advertising," said James Lawson, CEO of AdTheorent. "In Cadent, we've found a partner with a shared commitment to delivering measurable results for customers, and a complementary vision for the future of omnichannel advertising. In an increasingly competitive and evolving adtech sector, we are excited to bring together our teams, technology, and solutions to drive continued value to our customers and our employees."

Novacap, the Montreal-based private equity firm which acquired Cadent in August 2023, provided strategic services and funding support to Cadent for the transaction.

"Novacap accelerates growth companies through strategic investments. We're pleased to empower the Cadent and AdTheorent teams to further their vision of building a leading omnichannel audience platform, by providing the foundational resources necessary to complete a transaction of this scale," said Samuel Nasso, Partner at Novacap, and Chairman of the Board of Cadent.

The transaction is subject to customary closing conditions and completion of regulatory review and AdTheorent shareholder approval. The transaction has been approved by the AdTheorent Board of Directors and is expected to close in approximately 90 days.

Moelis & Company LLC is acting as lead financial advisor to Cadent. RBC Capital Markets also is acting as a financial advisor, and Baker Botts LLP is providing legal counsel. Canaccord Genuity is acting as financial advisor and McDermott Will & Emery LLP is acting as legal counsel to AdTheorent in connection with the proposed transaction.

About Cadent

Cadent connects the TV advertising ecosystem. We help advertisers and publishers identify and understand audiences, activate campaigns, and measure what matters – across any TV content or device. Aperture, our converged TV platform, simplifies cross-screen advertising through a streamlined workflow that brings together identity, data, and inventory with hundreds of integrated partners. For more information, visit cadent.tv.

About AdTheorent

AdTheorent (Nasdaq: ADTH) uses advanced machine learning technology to deliver impactful advertising campaigns for marketers. AdTheorent's machine learning-powered media buying platform powers its predictive targeting, predictive audiences, audience extension solutions and in-house creative capability, Studio A\T. Focused on the predictive value of machine learning models, AdTheorent's product suite and flexible transaction models allow advertisers to identify the most qualified potential consumers coupled with the optimal creative experience to deliver superior results, measured by each advertiser's real-world business goals.

AdTheorent is consistently recognized with numerous technology, product, growth and workplace awards. AdTheorent was named "Best Buy-Side Programmatic Platform" in the 2023 Digiday Technology Awards and was honored with an AI Breakthrough Award and "Most Innovative Product" (B.I.G. Innovation Awards) for five consecutive years. Additionally, AdTheorent is the only seven-time recipient of Frost & Sullivan's "Digital Advertising Leadership Award." AdTheorent is headquartered in New York, with fourteen locations across th