Innovid (CTV) Proxy Filing summary

Executive summary

• Mediaocean will acquire Innovid, merging it with Flashtalking to form a global, independent omnichannel ad tech platform, with the deal valued at $3.15 per share and an enterprise value of approximately $500 million.

• The transaction is expected to close in 2025, pending shareholder and regulatory approvals, with integration to occur in phases post-closing.

• The combined company aims to deliver enhanced ad delivery, creative personalization, measurement, and optimization across digital, social, CTV, and linear TV channels.

• Customers, partners, and vendors are expected to benefit from a broader suite of solutions and improved service capabilities.

• Forward-looking statements highlight risks such as regulatory approvals, potential litigation, business disruptions, and economic conditions.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the merger as part of the required closing conditions.

• A proxy statement will be filed with the SEC and sent to stockholders, containing important information about the transaction.

Board of directors and corporate governance

• Zvika Netter, CEO and founder of Innovid, will lead the combined ad tech organization as CEO, reporting to Bill Wise, CEO of Mediaocean.

• Grant Parker, head of Flashtalking, will serve as President of the combined organization, reporting to Zvika Netter.

• Netter will join the board of Mediaocean.