Perion Acquires Hivestack, a Leading Global Full-Stack Digital Out-Of-Home (DOOH) Platform - Seite 2

Andreas Soupliotis, Founder and CEO of Hivestack, said, "Joining Perion marks a significant milestone in our journey. The strength of our technology, coupled with Perion’s market expertise and compelling advertiser solutions, will result in new synergetic solutions that resonate with customers on a worldwide scale. We are thrilled about the endless possibilities that this unlocks."

Jefferies LLC acted as financial advisor to Perion.

Transaction Terms

Under the terms of the agreement, Perion acquired Hivestack for US$100 million in cash and will pay up to an additional US$25 million (in cash and equity) structured as a three-year employee retention and performance-based payment plan. The performance-based payment plan is tied to EBITDA and contribution ex-TAC annual targets (as defined in the agreement) and will be paid in full if Hivestack generates an aggregate of approximately US$56 million of EBITDA and US$212 million of contribution ex-TAC in aggregate during 2024 through 2026 as shown in the table below. Perion financed the acquisition using cash on its balance sheet.

In USD millions	2023E	2024-2026 Aggregate Targets2	3-Year Target CAGR
Revenue	$45	$300+3	43%3
Contribution ex-TAC1	$33	$212	40%
Adjusted EBITDA1	-$3	$56	-
Contribution ex-TAC and Adjusted EBITDA of Hivestack are non-GAAP measures. With respect to Hivestack’s 2023 estimated results, we have not provided an outlook for GAAP Income from operations or reconciliation of Adjusted EBITDA guidance to GAAP Income from operations, the closest corresponding GAAP measure, because we do not provide the reconciling items on a consistent basis due to the variability and complexity of these items. Hence, we are unable to quantify these amounts without unreasonable efforts. Represent targets that will generate performance-based payments if achieved. Estimated revenue target CAGR is based on $300 million.