Innovid (CTV) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by Mediaocean, with Innovid merging with Flashtalking to form a leading independent, omnichannel ad tech platform.

• Transaction values Innovid at $3.15 per share, with an enterprise value of ~$500 million and equity value of ~$525 million; expected to close in early 2025.

• Combined entity will offer ad delivery, creative personalization, measurement, and optimization across digital, social, CTV, and linear TV channels.

• Zvika Netter, Innovid CEO, will lead the combined ad tech organization, reporting to Mediaocean’s CEO, and will join Mediaocean’s board.

• Forward-looking statements highlight risks including regulatory approvals, litigation, business disruptions, and transaction costs.

Voting matters and shareholder proposals

• Merger subject to approval by majority of outstanding shares entitled to vote; special meeting to be convened for stockholder consideration.

• Board unanimously recommends stockholders adopt the merger agreement, subject to fiduciary duties and possible recommendation changes in response to superior proposals.

Board of directors and corporate governance

• Board members entered into support agreements to vote their shares (7.22% of voting power) in favor of the merger.

• Support agreements restrict transfer of shares and terminate upon certain events, including recommendation change or completion of the stockholder meeting.

• Zvika Netter to join Mediaocean’s board post-merger.