Innovid (CTV) Proxy Filing summary

Executive summary

• Innovid and Flashtalking announced a merger to form a leading independent omnichannel ad tech platform, with Mediaocean acquiring Innovid and the deal expected to close in 2025 after regulatory and shareholder approvals.

• Zvika Netter, CEO & Founder of Innovid, will lead the combined organization as CEO, reporting to Bill Wise, CEO of Mediaocean, with Grant Parker as President.

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

• The transaction values Innovid at $3.15 per share, implying an enterprise value of approximately $500 million.

• Both companies will operate independently until the deal closes, with no anticipated service disruptions and a focus on seamless integration.

Voting matters and shareholder proposals

• The merger is subject to shareholder approval, with a proxy statement to be filed and distributed to Innovid stockholders.

• Shareholders are encouraged to review the proxy statement and related SEC filings for important information about the transaction.

Board of directors and corporate governance

• Zvika Netter will join the board of Mediaocean as part of the merger.

• Directors and officers of both companies may be considered participants in the proxy solicitation process.