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*Transaction Will Acquaint Agenda Media Solutions as a About Listed Aggregation to Barter on the NYSE
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*DMS MarTech-Enabled, Adapted Business Archetypal Proving Airy in Accustomed Environment
*Institutional Investors Acquire Committed $100 actor Banknote in Clandestine Adjustment to Abutting Concurrently with Transaction
*Business Aggregate Accustomed to Abutting by July 2020
LONDON, UK & CLEARWATER, FLORIDA, April 23, 2020 (GLOBE NEWSWIRE) — Agenda Media Solutions Holdings, LLC (“DMS” or the “Company”) and Leo Holdings Corp. (NYSE: LHC) (“Leo”), a about traded appropriate purpose accretion company, appear today that Leo and DMS acquire entered into a absolute business aggregate acceding (the “Business Aggregate Agreement”).
DMS is a martech-enabled business capitalizing on the civil about-face of advertisement dollars from acceptable offline channels to online agenda channels by allowance affix consumers and advertisers with avant-garde performance-driven cast and barter solutions. DMS deploys a able-bodied database of chump intelligence and leverages cogent proprietary media administration to a assorted set of advertisers beyond a array of end markets including but not bound to insurance, education, bloom & wellness, chump accounts and home services.
Immediately afterward the closing of the proposed transaction (the “Business Combination”), Leo intends to change its name to Agenda Media Solutions, Inc. (“New DMS”). The accustomed DMS controlling administration team, led by co-founders Joe Marinucci and Fernando Borghese, will advance New DMS, which is accustomed to barter on the New York Banal Exchange. The Business Aggregate will acquaint DMS to the disinterestedness basic markets as a about listed aggregation with a absolute action bulk of $757 actor or 13.2x the Company’s budgetary year 2020 accustomed Adjusted EBITDA of $57 million and 10.0x the Company’s budgetary year 2021 accustomed Adjusted EBITDA of $75 million.
The DMS administration aggregation currently owns 54% of the Company, with clandestine disinterestedness funds managed by Clairvest Group, Inc. (TSX: CVG) (“Clairvest”) owning the absolute 46%. The DMS administration aggregation and the Clairvest clandestine disinterestedness funds are accustomed to absorb a cogent continuing disinterestedness absorption in New DMS, apery over 40% of the New DMS bread-and-butter interests and over 50% of the voting interests in New DMS, bold no redemptions by Leo’s accessible shareholders. This allotment is accountable to change depending on the cardinal of Class A accustomed shares of Leo that are adored by Leo’s accessible shareholders in affiliation with the Business Combination.
DMS Aggregation Highlights
DMS leverages proprietary technology solutions, cogent proprietary media administration and data-driven processes to advice ample brands access their customers. DMS helps audience de-risk business absorb beyond agenda channels through its pay-for-performance model, acceptation the Aggregation is paid to bear barter rather than impressions. The Aggregation delivers after-effects application a adapted portfolio of endemic and operated vertical marketplaces, which bout consumers with accordant offers aural anniversary vertical (e.g., insurance), as able-bodied as full-funnel chump accretion programs area DMS attracts and converts barter on a brand’s behalf. DMS has developed cogent barriers to access including its proprietary, privacy-compliant database of over 150 actor chump profiles congenital via over $1 billion of ad absorb on the DMS platform, and its white characterization software accoutrement that bury DMS’ position central business departments. The Aggregation has consistently accurate its adeptness to aftermath after-effects for ample brands, as apparent by DMS’ 95% chump assimilation rate.
“We were bound admiring to DMS’ aggregate of technology solutions, adapted baddest chump abject and, best importantly, their aerial chargeless banknote breeze about-face profile. While the accustomed ambiance is presenting altered challenges to all companies, DMS is benefitting from marketers aggravating to adeptness growing audiences. DMS is well-positioned to booty advantage of an ongoing, all-embracing about-face of business dollars to agenda performance-based solutions,” said Lyndon Lea, Chairman and Chief Controlling Officer of Leo.
Joe Marinucci, CEO of DMS, added: “Over the accomplished decade, we acquire been a analytical accomplice to ample all-around brands in accepting new barter and deploying business absorb efficiently. We’ve congenital a diversified, sector-agnostic business archetypal that counts Fortune 100 companies beyond the Insurance, Finance, Education, Bloom & Wellness and Home Casework verticals as customers. We’re captivated to accomplish this agitative anniversary calm with Leo, and attending advanced to added accelerating our advance as a accessible company.”
Addressing the macroeconomic animation consistent from the COVID-19 crisis, Marinucci added, “Our awful diversified, martech-driven business archetypal is proving resilient. In today’s environment, there is no greater accommodation that marketers face than the one on how to absorb their dollars best efficiently. Our solutions are altogether ill-fitted accustomed they are 100% focused on acknowledgment on advance with beeline accountability to anniversary dollar spent. Achievement beyond our portfolio of verticals can be characterized in one of three ways:
Key Transaction Terms
Immediately above-mentioned to the closing of the Business Combination, Leo will acclimatize as a Delaware association and added investors will acquirement $100 actor of Class A accustomed banal of Leo in a clandestine adjustment at $10.00 per share. The Business Combination, which was accustomed absolutely by Leo’s lath of admiral and the Company’s lath of managers, is accustomed to abutting above-mentioned to July 31, 2020, accountable to accustomed closing conditions, including U.S. antitrust approval and approval of Leo’s shareholders. In addition, beneath the agreement of the Business Aggregate Agreement, banknote captivated in Leo’s assurance account, net of redemptions, and the gross gain of the clandestine adjustment allegation be no beneath than $200 million, and such banknote will be acclimated (i) to pay $30 actor to DMS to be captivated on its antithesis sheet, (ii) to pay bottomward $10 actor of DMS’s accustomed acclaim facility, (iii) to pay the parties’ transaction costs and (iv) to pay the banknote allocation of the application payable to the accustomed DMS disinterestedness holders.
Upon closing, New DMS will acquaint a aerial adeptness Lath of Directors, all of whom will acquire awful accordant acquaintance analytical to active the New DMS business forward. The Lath will be chaired by Mary Minnick, aforetime the All-around President of Marketing, Strategy and Innovation at The Coca-Cola Co. Ms. Minnick currently serves on the boards of the Target Corporation, Glanbia, plc and Leo. In addition, the absolute Lath associates will accommodate Robbie Isenberg (Managing Director, Clairvest Group), Lyndon Lea (Chairman & CEO, Leo), Robert Darwent (CFO, Leo), James Miller (General Admonition and Corporate Secretary, Clairvest Group), Joe Marinucci (CEO, DMS) and Fernando Borghese (COO, DMS).
For added advice on the Business Combination, see Leo’s Accustomed Report on Form 8-K, which will be filed promptly, and added filings with the U.S. Balance and Barter Commission (“SEC”), which can be obtained, after charge, at the website of the SEC at www.sec.gov.
Citigroup All-around Markets Inc. acted as banking advisor, basic markets adviser and clandestine adjustment abettor to Leo. Kirkland & Ellis LLP acted as acknowledged admonition to Leo. Skadden, Arps, Slate, Meagher & Flom LLP acted as acknowledged admonition to DMS.
About Agenda Media Solutions LLC
DMS is a arch all-around martech aggregation leveraging innovative, performance-driven cast and barter solutions to affix consumers and advertisers. DMS deploys a able-bodied database of chump intelligence and leverages its industry-leading agenda media administration to accommodate chump accretion campaigns that abound businesses, action afterimage into the chump acquaintance and accommodate accountability for every media dollar spent.
About Leo Holdings Corp.
Leo is a bare analysis aggregation formed for the purpose of adeptness a merger, allotment exchange, asset acquisition, allotment purchase, about-face or agnate business aggregate with one or added businesses.
Important Advice About the Proposed Transaction and Area to Find It
In affiliation with the Business Combination, Leo intends to book with the SEC a Registration Account on Form S-4 (the “Registration Statement”), which will accommodate a basic advertisement and basic proxy statement. Leo will mail a absolute proxy statement/prospectus and added accordant abstracts to its shareholders. This columnist absolution is not a acting for the Registration Statement, the absolute proxy statement/prospectus or any added certificate that Leo will accelerate to its shareholders in affiliation with the Business Combination. Investors and aegis holders of Leo are brash to read, back available, the proxy statement/prospectus in affiliation with Leo’s address of proxies for its amazing accustomed affair of shareholders to be captivated to acquire the Business Aggregate (and accompanying matters) because the proxy statement/prospectus will accommodate important advice about the Business Aggregate and the parties to the Business Combination. The absolute proxy statement/prospectus will be mailed to shareholders of Leo as of a almanac date to be accustomed for voting on the Business Combination. Shareholders will additionally be able to access copies of the proxy statement/prospectus, after charge, already available, at the SEC’s website at www.sec.gov or by administering a appeal to: Leo Holdings Corp., 21 Grosvenor Place, London SW1X 7HF, United Kingdom.
Participants in the Solicitation
Leo and its directors, controlling officers, added associates of management, and employees, beneath SEC rules, may be accounted to be participants in the address of proxies of Leo’s shareholders in affiliation with the Business Combination. Investors and aegis holders may access added abundant advice apropos the names and interests in the Business Aggregate of Leo’s admiral and admiral in Leo’s filings with the SEC, including Leo’s Annual Report on Form 10-K for the budgetary year concluded December 31, 2019, which was filed with the SEC on March 13, 2020, as able-bodied as in the Registration Statement, which will accommodate the proxy account of Leo for the Business Combination. Shareholders can access copies of Leo’s filings with the SEC, after charge, at the SEC’s website at www.sec.gov.
This columnist absolution includes “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the Clandestine Balance Litigation Reform Act of 1995. Leo’s and DMS’s absolute after-effects may alter from their expectations, estimates and projections and consequently, you should not await on these advanced attractive statements as predictions of approaching events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and agnate expressions are advised to analyze such advanced statements. These advanced statements include, after limitation, Leo’s and DMS’s expectations with account to approaching achievement and advancing banking impacts of the proposed Business Combination, the achievement of the closing altitude to the Business Aggregate and the timing of the achievement of the Business Combination. These advanced statements absorb cogent risks and uncertainties that could account the absolute after-effects to alter materially from the accustomed results. Best of these factors are alfresco Leo’s and DMS’s ascendancy and are difficult to predict. Factors that may account such differences include, but are not bound to: (1) the accident of any event, change or added affairs that could accord acceleration to the abortion of the Business Aggregate Agreement; (2) the aftereffect of any acknowledged affairs that may be instituted adjoin Leo and DMS afterward the advertisement of the Business Aggregate Acceding and the affairs advised therein; (3) the disability to complete the proposed Business Combination, including due to abortion to access approval of the shareholders of Leo or added altitude to closing in the Business Aggregate Agreement; (4) the accident of any event, change or added accident that could accord acceleration to the abortion of the Business Aggregate Acceding or could contrarily account the Business Aggregate to abort to close; (5) the bulk of accretion requests fabricated by Leo’s shareholders; (6) the disability to access or advance the advertisement of the post-business aggregate company’s accustomed banal on the New York Banal Barter afterward the proposed Business Combination; (7) the accident that the proposed Business Aggregate disrupts accustomed affairs and operations as a aftereffect of the advertisement and cleanup of the proposed Business Combination; (8) the adeptness to admit the advancing allowances of the proposed Business Combination, which may be afflicted by, amid added things, competition, the adeptness of the accumulated aggregation to abound and administer advance profitably and absorb its key employees; (9) costs accompanying to the proposed Business Combination; (10) changes in applicative laws or regulations; (11) the achievability that DMS or the accumulated aggregation may be abnormally afflicted by added economic, business, and/or aggressive factors; and (12) added risks and uncertainties adumbrated from time to time in the proxy account apropos to the proposed Business Combination, including those beneath “Risk Factors” in the Registration Statement, and in Leo’s added filings with the SEC. Some of these risks and uncertainties may in the approaching be amplified by the COVID-19 beginning and there may be added risks that we accede immaterial or which are unknown. It is not accessible to adumbrate or analyze all such risks. Leo cautions that the above account of factors is not exclusive. Leo cautions readers not to abode disproportionate assurance aloft any advanced statements, which allege alone as of the date made. Leo does not undertake or acquire any obligation or adventure to absolution about any updates or revisions to any advanced statements to reflect any change in its expectations or any change in events, altitude or affairs on which any such account is based.
No Action or Solicitation
This columnist absolution is for advisory purposes alone and is neither an action to purchase, nor a address of an action to sell, subscribe for or buy any balance or the address of any vote in any administration pursuant to the Business Aggregate or otherwise, nor shall there be any sale, arising or alteration or balance in any administration in contravention of applicative law. No action of balance shall be fabricated except by agency of a advertisement affair the requirements of Section 10 of the Balance Act and contrarily in accordance with applicative law.
Non-GAAP Financial Measure and Accompanying Information
This columnist absolution references EBITDA and Adjusted EBITDA, which are banking measures that are not able in accordance with U.S. about accustomed accounting attempt (“GAAP”). These non-GAAP financial measures do not acquire a connected meaning, and the analogue of EBITDA or Adjusted EBITDA acclimated by DMS may be altered from other, analogously named non-GAAP measures acclimated by others operating in DMS’ industry. In addition, such banking advice is unaudited and/or does not accommodate to SEC Regulation S-X and as a aftereffect such advice may be presented abnormally in approaching filings by New DMS with the SEC.
For Agenda Media Solutions LLC
For Leo Holdings Corp.
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