AdTheorent announces expiration of ‘Go-Shop’ period, receipt of proposal

AdTheorent earlier announced the expiration of the 33-day “go-shop” period pursuant to the terms of the previously announced definitive merger agreement pursuant to which Cadent, a portfolio company of Novacap, agreed to acquire all outstanding shares of AdTheorent common stock for $3.21 per share in cash, or approximately $324M. The “go-shop” period expired at 11:59 p.m. Eastern Time on May 4. “During the go-shop period, AdTheorent received one acquisition proposal from a third-party, pursuant to which the Go-Shop Party proposed to acquire all outstanding shares of AdTheorent common stock for $3.35 per share in cash. The Go-Shop Proposal is non-binding and subject to the completion of confirmatory due diligence, as well as the negotiation of a definitive merger agreement with the Go-Shop Party. On May 6, 2024, AdTheorent’s board of directors determined, in accordance with the Merger Agreement, that the Go-Shop Proposal would reasonably be expected to lead to a Superior Company Proposal, and provided Cadent with written notice of the Go-Shop Proposal. The Merger Agreement permits AdTheorent, following the delivery of such notice, to engage in further discussions and negotiations with the Go-Shop Party, and to continue to take any other actions that were permitted during the go-shop period, in response to the Go-Shop Proposal. If and when AdTheorent notifies Cadent that the board of directors has determined that the Go-Shop Proposal constitutes a Superior Company Proposal, and that it intends to terminate the Merger Agreement in favor of the Go-Shop Proposal, Cadent will be entitled to certain ‘match rights’ under the Merger Agreement prior to any such termination. There is no assurance that AdTheorent’s receipt of the Go-Shop Proposal will lead to a Superior Company Proposal or an alternative transaction with the Go-Shop Party in lieu of the existing transaction with Cadent. At this time, the company remains subject to the Merger Agreement, the provisions of which will remain in effect unless and until the Merger Agreement is terminated. The Board has not made an ‘Adverse Recommendation Change’. The company does not intend to disclose further developments with respect to this process unless and until it determines it is appropriate to do so, subject to the terms of the Merger Agreement,” stated AdTheorent, whose shares are up 17c, or 5%, to $3.38.