Innovid (CTV) Proxy Filing summary

Executive summary

• Innovid and Mediaocean (Flashtalking) have entered into a merger agreement to create a leading independent, omnichannel ad tech platform, with the deal expected to close in 2025.

• The transaction values Innovid at approximately $500 million, with a share price of $3.15, representing a 1.9x multiple of the current market cap.

• Zvika Netter will serve as CEO of the combined organization and join the Mediaocean board.

• The merger aims to address market demand for independence, a unified platform, and global omnichannel capabilities across all media channels.

• The combined entity will focus on ad serving, dynamic creative optimization, measurement, verification, and optimization for advertisers globally.

Voting matters and shareholder proposals

• The merger is subject to shareholder and regulatory approvals, with a timeline that includes signing, approval, and closing in 2025.

• Upon closing, Innovid will cease to be a public company.

Board of directors and corporate governance

• Zvika Netter will join the Mediaocean board as part of the leadership transition post-merger.