Teads (TEAD) Proxy Filing summary

Executive summary

• Outbrain will acquire 100% of Teads S.A. from Altice Teads S.A. for $725M cash, 35M common shares, 10.5M Series A Preferred Shares, and a $25M deferred payment, making Teads a wholly owned subsidiary.

• The transaction is subject to shareholder approval, regulatory clearances, and other customary closing conditions, with closing expected in Q1 2025.

• The Outbrain Board unanimously recommends voting in favor of the proposals, citing strategic, operational, and financial benefits, including expanded scale, complementary technology, and expected synergies.

• Goldman Sachs provided a fairness opinion, concluding the total consideration is fair from a financial perspective.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of 35M common shares and 10.5M Series A Preferred Shares to Altice Teads, and to approve potential adjournment of the meeting to solicit additional proxies if needed.

• Approval of the share issuance is required to comply with Nasdaq rules and is a condition to closing the transaction.

• Supporting stockholders, including Viola Ventures and Yaron Galai, holding about 20% of shares, have agreed to vote in favor.

Board of directors and corporate governance

• The board will expand to 10 directors, with two designated by Altice Teads (one independent).

• Altice Teads will have ongoing board nomination rights based on ownership thresholds, with additional rights if it maintains higher ownership over time.

• Altice Teads is subject to standstill and transfer restrictions, including a three-month lockup and limits on transferring shares to large holders.