Innovid (CTV) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 11, 2025, for shareholders to vote on a proposed merger where Innovid will be acquired by Mediaocean LLC, with Innovid becoming a wholly owned subsidiary of Mediaocean LLC at $3.15 per share in cash, representing a 94% premium to the pre-announcement closing price and a 72% premium to the 90-day average price.

• The Innovid board unanimously recommends voting in favor of the merger, citing the premium, certainty of value, and outcome of a strategic review process that included multiple potential acquirers.

• If approved, Innovid will cease to be publicly traded, and shareholders (other than those exercising appraisal rights) will receive cash for their shares.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) adoption of the Merger Agreement, and (2) approval to adjourn the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares; adjournment requires a majority of votes cast.

• Board members and executive officers, holding about 7% of shares, have entered into support agreements to vote in favor.

Board of directors and corporate governance

• The board conducted a thorough process, including outreach to other potential acquirers, and determined the Mediaocean offer was the highest and best reasonably attainable.

• Support agreements were executed by all directors to vote their shares for the merger.