AcuityAds Completes Acquisition of Visible Measures

Closing of $11.7 Million Bought Deal Financing Including Full Exercise of Over-Allotment Option

The acquisition of Visible Measures places AcuityAds among the leaders in the video advertising marketplace

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TORONTO, March 31, 2017 /CNW/ - AcuityAds Holdings Inc. ("AcuityAds" or the "Company") (TSXV:AT, OTCQB:ACUIF), a technology leader that enables advertisers to connect intelligently with audiences across video, mobile, social and online display advertising campaigns is pleased to announce that it has completed its previously announced acquisition (the "Acquisition") of Visible Measures Corp. ("Visible Measures"), a Boston-based leading programmatic platform provider for analytics-led video advertising.

"We are extremely excited about the integration of Visible Measures' video analytics technology into Acuity's world-class media execution platform and are looking forward to seeing the compelling advantages of offering their services to our existing clients," said Tal Hayek, CEO of AcuityAds. "Video advertising is the fastest growing segment of the digital advertising market and the addition of Visible Measures' offerings significantly bolsters our video footprint and enhances our value proposition for marketers as an industry-leading multi-channel platform for all of their digital advertising initiatives." 

Business Opportunity

Visible Measures has had a longstanding reputation as a leading source for video advertising effectiveness.  Visible Measures' MRC-accredited, True Reach® offering combines views of an original video upload, with its related user-uploaded content on YouTube, Facebook, Vimeo, DailyMotion and hundreds of other web properties.  By aggregating views across the web and surfacing user-uploaded derivatives, Visible Measures' True Reach® metric tells the most comprehensive story of a video's performance and its true reach and impact.  

These insights, combined with spend data and the ability to track and analyze changes in video ad spend, media noise, and shifts in consumer attention, enable brands to determine the overall effectiveness of their campaigns relative to their competitors.  The benefits to marketers include being able to control spend dynamically and with pin-point precision while maximizing campaign efficiency.   

AcuityAds has developed an industry leading, ultra-intuitive, SaaS-based Self-Serve programmatic marketing platform and, as a result of the Acquisition, AcuityAds expects to be able to successfully meet the needs of the world's most demanding digital marketers by offering them:

• access to a rich data set of unparalleled insights and data analytics regarding their video campaigns to improve consumer attention and market share;
• the most comprehensive multi-channel programmatic activation platform to help them achieve optimum ROI from their digital advertising spend; and
• deep domain experience in video, ad tech/programmatic media and big data analytics for all their digital marketing initiatives.

Acquisition Highlights

AcuityAds has acquired, through a wholly-owned subsidiary, 100% of Visible Measures outstanding stock in exchange for an upfront cash payment of approximately US$10 million (the "Cash Consideration").  The Cash Consideration paid at closing of the Acquisition was adjusted to meet certain working capital requirements and standard hold-backs for representations and warranties provided on behalf of the sellers.

As of December 31, 2016, Visible Measures had trailing 12-month ("TTM") revenue of approximately US$20 Million.

The purchase price for the Acquisition has been satisfied by way of the net proceeds of the Offering (as defined below), and by partially drawing on the Company's recently increased US$10 million revolving line of credit with Silicon Valley Bank.

Closing of Bought Deal Offering (including Exercise in Full of Underwriters' Over-Allotment Option) and Secondary Offering

The Company is also pleased to announce that it has closed its previously announced bought deal private placement offering (the "Offering") of 3,444,000 common shares of the Company (the "Offered Shares"), including the exercise in full by the Underwriters (as defined below) of the over-allotment option.

The Offering was completed through a syndicate of underwriters co-led by Paradigm Capital Inc. and Haywood Securities Inc., and including Gravitas Securities Inc. and Echelon Wealth Partners (collectively, the "Underwriters"). The Offered Shares were issued at a price of $3.40 per Offered Share for aggregate gross proceeds to the Company of approximately C$11.71 million.

In consideration for their services, AcuityAds has paid the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering, and has issued to the Underwriters a total of 206,640 broker warrants (the "Broker Warrants"), representing 6% of the number of Offered Shares sold in the Offering.  Each broker warrant is exercisable into one common share in the capital of the Company (the "Broker Warrant Shares") at the Offering Price for a period of two years from the closing date of the Offering.

The Company is also pleased to announce that the previously announced secondary offering of 1,000,000 common shares of the Company (the "Secondary Shares") owned by certain founding shareholders of the Company (excluding Tal Hayek, the Chief Executive Officer of the Company) closed today concurrently with the Offering for aggregate gross proceeds to such shareholders of C$3,400,000.

The Offered Shares, Secondary Shares, Broker Warrants and Broker Warrant Shares are subject to a hold period under Canadian law which will expire four months and one day from the closing date of the Offering, being August 1, 2017. The Offering remains subject to the final approval of the TSX Venture Exchange.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

About Visible Measures

Visible Measures, the leading content advertising technology provider, enables brands to better compete for consumer engagement by maximizing their Share of Attention relative to media spend in video content advertising. The company's platform is fueled by a massive proprietary dataset, as well as patented programmatic technology that combines five trillion data points to reach more than 500 million unique monthly users across 600,000 web and mobile properties. World class advertisers and brands successfully rely on Visible Measures' video content advertising platform every day to drive unmatched consumer engagement worldwide. For more information, visit www.visiblemeasures.com and www.truereach.org

About AcuityAds

AcuityAds is a technology company that enables marketers to connect intelligently with their most meaningful audiences through digital media.  At the core of its offerings is a self-serve programmatic marketing platform, powered by proprietary machine learning technology.  AcuityAds empowers marketers through its industry leading advertising campaign solutions with real-time reporting and analytics, bringing accountability to programmatic advertising to deliver business results.

AcuityAds is headquartered in Toronto, Canada with sales offices in New York City, Boston, Los Angeles, San Francisco, San Diego, Vancouver, Calgary, Montreal and London, England.  For more information, visit AcuityAds.com.

Disclaimer in regards to Forward-looking Statements

This press release contains "forward looking statements" that reflect the Company's current expectations, focus on areas of growth, and projections about its future results, which include statements regarding final approval of the TSX Venture Exchange in respect of the Offering, the integration of Visible Measures' technology into the Company's media platform and the expected benefits of the Acquisition to the Company including the enhancement of the Company's value proposition and the ability of the Company to meet the needs of global digital marketers. When used in this press release, forward looking statements can be identified by the use of words such as "may", or by such words as "will", "intend", "believe", "estimate", "consider", "expect", "anticipate", and "objective" and similar expressions or variations of such words. Forward looking statements are, by their nature, not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. No representation or warranty is intended with respect to anticipated future results, or that estimates or projections will be sustained.

In developing the forward-looking statements in the press release, the Company has applied several material assumptions, including the availability of financing on reasonable terms, the Company's ability and general business and economic conditions. Many risks, uncertainties and other factors could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to the following: overall economic conditions, rapid technological changes, use of cookies, demand for the company's product, the introduction of competing technologies, competitive pressures, network restrictions, fluctuations in foreign currency exchange rates, and other similar factors that may cause the actual results, performance or achievements to differ materially from those expressed or implied in these forward-looking statements.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date of the press release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties elsewhere in this press release, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained in the press release are expressly qualified in their entirety by this cautionary statement.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE AcuityAds Inc.