Teads (TEAD) Proxy Filing summary

Executive summary

• Outbrain is seeking shareholder approval for the acquisition of Teads S.A. from Altice Teads S.A., making Teads a wholly owned subsidiary in a transaction valued at approximately $1 billion, including $725 million in cash, $25 million deferred cash, 35 million shares of common stock, and 10.5 million Series A Convertible Preferred Shares.

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

• The Outbrain Board unanimously recommends voting in favor of the share issuance and adjournment proposals, citing strategic, operational, and financial benefits, including complementary business models, expanded scale, and anticipated synergies.

Voting matters and shareholder proposals

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

• Approval of the share issuance is required to comply with Nasdaq Listing Rules 5635(a) and (b), as the transaction will result in Altice Teads owning approximately 41% of common stock (or 48% on an as-converted basis).

• A majority of shares present or represented by proxy is required for approval; abstentions count as votes against.

Board of directors and corporate governance

• The Outbrain Board will expand from eight to ten directors at closing, with two directors designated by Altice Teads (one independent).

• Altice Teads will have ongoing nomination rights for board seats, subject to ownership thresholds, and must vote its shares in line with board recommendations while holding at least 15% of voting power.

• Governance arrangements include standstill and transfer restrictions on Altice Teads.