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Outbrain (NASDAQ: OB), a technology platform that drives business outcomes through engagement, announced today it has entered into a definitive agreement to acquire Teads, the global omnichannel video platform.

The strategic combination will unite two of the most recognized names in digital advertising to create an end-to-end, omnichannel advertising solution for the open internet. The transaction will combine Outbrain’s AI-driven performance technology with Teads’ leading video and branding solutions, merging the companies’ highly-complementary capabilities into a comprehensive full-funnel solution for advertisers.

The combined company will provide advertisers with unified access to the most engaging and valuable consumer media experiences, from CTV to online shopping. Once the combination is completed, the company will represent a break from established platform players that base their value primarily on views and impressions. In contrast, the combined company plans to focus on delivering more tangible outcomes such as attention, deep engagement, and e-commerce conversions — across the multitude of previously fragmented premium environments on the open internet, including connected TV.

“This is a transformative transaction to establish a true end-to-end, full-funnel platform for the open internet,” said David Kostman, CEO of Outbrain. “The combination of our highly-complementary offerings accelerates our vision to become the preferred partner to deliver meaningful brand outcomes across premium, quality media environments — while scaling the industry-leading offerings Teads is known for. I’m incredibly proud of what our team at Outbrain has created, and strongly believe that with Teads we will build tremendous value for our customers, employees, and partners. I believe this combination and the transaction’s financial structure position Outbrain to deliver significant shareholder value in the years to come.”

“This strategic combination presents vast new opportunities for the advertising industry at large. We’ve built a world-class team at Teads that has focused on driving the best video and branding outcomes, and in the last several years have successfully brought those strengths to CTV,” said Bertrand Quesada, Co-Founder and Co-CEO of Teads.

Teads Co-CEO Jeremy Arditi added: “By joining our expertise in omnichannel video with Outbrain’s strengths in prediction and performance, we are poised to provide our customers and partners with more value than ever before. Having known the Outbrain team for a decade, we know we’re creating an amazing combined company focused on innovation and excellence.”

The transaction reflects the opportunity to revolutionize the advertising landscape by offering a scaled platform that connects direct supply with direct demand, nurturing audiences and optimizing marketing results from discovery to purchase. This combination will address the self-limiting choice between branding and performance that marketers currently face when advertising on the open internet. As a result, the combined company will be well positioned to compete in the estimated — and growing — $175 billion open internet advertising opportunity.

Media owners stand to benefit from robust monetization opportunities across diverse advertiser budgets, providing critical revenue and growth to the world’s premiere journalistic and entertainment outlets.

Key Combined Strengths:

• Creation of one of the largest, direct supply paths across premium environments on the open internet and CTV, expected to reach over 2 billion monthly consumers at a global scale across 50+ combined markets.
• Combination of highly-complementary expertise and product offerings: joining Teads’ deep video and branding capabilities with Outbrain’s leading performance solutions. Direct code-on-page and pixel-on-advertiser-site integrations will create an end-to-end solution that can continuously optimize outcomes.
• Powerful suite of data capabilities, gathered from contextual, publisher environment, and advertiser performance signals — making over 1 billion predictions per second.
• Unique, innovative ad experiences built by creative studio teams, creating new opportunities to tell engaging brand stories across the open internet, such as full-page takeovers, story sequencing from CTV to digital, and more.

Transaction Details:

• Total estimated consideration for the Teads acquisition is approximately $1 billion, on a cash free, debt free basis, including an upfront payment of $725 million, subject to standard adjustments, and a deferred cash payment of $25 million.
• Outbrain intends to finance the transaction with existing cash resources and $750 million in committed debt financing from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd., subject to customary funding conditions. Outbrain will also issue to Altice 35 million shares of common stock, valued at approximately $169 million based on a one-month volume-weighted average price (VWAP) of Outbrain’s common stock as of July 30, 2024, of $4.82, and $105 million in convertible preferred equity.
• The convertible preferred equity to be issued to Altice will accrue dividends on a quarterly basis at a rate of 10% per annum, payable in cash or payment-in-kind at Outbrain’s option. The initial conversion price is $10.00 per share (subject to customary adjustments). The convertible preferred equity will be a perpetual instrument and may be redeemed by Outbrain in whole, or in part, in cash, prior to the five year anniversary of the issuance, subject to payment of certain premiums, and after the fifth anniversary of issuance without premium. Outbrain may also elect to convert all or a portion of the preferred shares then outstanding after two years, subject to certain share price thresholds.
• The $25 million deferred cash payment will be paid in one or more installments after closing, subject to compliance with certain covenants in the debt financing terms.
• Additionally, Outbrain obtained commitments from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd. for a $100 million revolving credit facility, a portion of which will be available to pay a portion of the cash consideration for the transaction and related fees and expenses, and which will otherwise be available for working capital and general corporate purposes.
• The transaction is expected to be completed in the first quarter of 2025 and is subject to customary closing conditions, including the receipt of Outbrain stockholder approval and regulatory approvals. The transaction has been unanimously approved by the Boards of Directors of Outbrain and Teads.
• Goldman Sachs & Co. LLC. is acting as lead financial advisor to Outbrain with Jefferies LLC and Mizuho also acting as financial advisors. Meitar Law Offices, Bryan Cave Leighton Paisner and Cravath Swaine & Moore are acting as legal advisors to Outbrain.

Financial Highlights:

• The combined company is expected to generate:
  • Advertiser spend of more than $1.7 billion in 2024E.
  • Adjusted EBITDA of $230 – $250⁽¹⁾⁽²⁾ million based on combined 2024E Adjusted EBITDA of $180 – $190⁽¹⁾⁽²⁾ million plus the impact of $50 – $60 million of year two expected realized synergies.
  • Unlevered free cash flow of more than $150 million⁽¹⁾⁽²⁾ in 2024E, when including the impact of year two expected realized synergies.

• Outbrain is also providing selected preliminary results for the second quarter of 2024, as follows:
  • Ex-TAC Gross Profit of $55 – $57 million⁽²⁾, above the lower end of the previously-issued guidance of $53 million⁽²⁾.
  • Adjusted EBITDA of at least $6 million⁽²⁾, above the upper end of the previously-issued guidance range of $1 – $4 million⁽²⁾.
  • These preliminary results are based on currently available information and do not present all necessary information for a complete understanding of Outbrain’s results of operations for the quarter ended June 30, 2024. Actual results will be reported at Outbrain’s upcoming earnings release, scheduled for August 8, 2024, and may differ from the preliminary results presented above.

oOh!media has won the highly prized long-term contract for Melbourne’s five new Metro Tunnel stations.

The Metro Tunnel will create an end-to-end rail line from Sunbury in the west to Cranbourne/Pakenham in the southeast, featuring bigger and more modern trains and five new stations which will feature unique character to inspire both Melburnians and visitors.

Awarded by Cross Yarra Partnership, a consortium comprising investors Capella Capital (Lendlease), John Holland, Bouygues and John Laing, oOh!media will manage the fully digital small and large format Out of Home network, including installation, operation, maintenance and advertising services.

The Metro Tunnel’s five new underground stations each have retail opportunities and are located in key parts of Melbourne – Arden Station in North Melbourne, Parkville Station in the heart of the Parkville health and education precinct, Anzac Station on St Kilda Rd’s commercial and residential precinct, and State Library and Town Hall stations in the heart of the CBD.

The biggest upgrade of Melbourne’s train network since the City Loop opened over 40 years ago, the Metro Tunnel will provide underground passenger connections to the City Loop at Town Hall and State Library stations. It will include Melbourne’s first tram/train interchange at Anzac Station, and bring rail access for the first time to the city’s health and education precinct in Parkville.

With testing underway, the Metro Tunnel is set to open next year, changing the way people travel around the city and giving passengers new connections and more choice.

Aoife Kealy, director, commercial development and services at Cross Yarra Partnership, said: “The Metro Tunnel is set to transform public transport in Melbourne. We are excited to appoint oOh!media, whose innovative approach to managing Out of Home advertising makes them the ideal partner to engage and reach the thousands of daily passengers using the new stations.”

The addition of Metro Tunnel complements oOh!’s existing rail portfolio in Melbourne and the soon to be launched fully premium digital Sydney Metro and Martin Place station shopping precinct.

Robbie Dery, oOh! chief commercial operating officer told us “Winning the Metro Tunnel contract reflects oOh!’s commitment to investing in strategically important and valuable Out of Home opportunities that connect advertisers with audiences in dynamic, urban environments. With the expansion of our rail network in Melbourne, and Sydney’s Metro, brands can target high value premium audiences at scale across Australia’s two busiest capital cities.”

oOh!’s growing network in Melbourne follows the extension of its 17-year partnership with Victoria’s Department of Transport and Planning for the long-term renewal of Australia’s largest single street furniture contract incorporating approximately 5,000 bus shelters within the CBD and across Greater Melbourne. In early July oOh! announced an additional 10 large format digital signs on the West Gate Freeway, Footscray, Sunshine West, Burwood and Ringwood, Broadmeadows and South Morang.

It is being widely reported that Japanese supermarket chain AEON has adopted an #AI system in an attempt to assess and standardise its employees’ smiles.

The smile-gauging AI system, called ‘Mr Smile’ was developed by Japanese technology company InstaVR and evaluates over 450 elements of employee behavior, including facial expressions, voice volume, and tone of greetings (the announcement was also keen to point out that it has also been designed with ‘game’ elements that invite staff to improve their attitude by challenging their scores).

AEON has said that it has run a trial of the system in eight stores with about 3,400 staff members, and found service attitude improved by up to 1.6 times over a period of three months.

No surorise then that big concerns have been raised about the ethical implications of using technology to enforce ’emotional labor’, potentially infringing on employees’ rights to privacy and authentic self-expression in the workplace.

Women in AV/IT (WAVIT), a 501(c)(3) nonprofit organization dedicated to advancing women in the audio-visual industry, has launched its Wave of Influence Mentorship Program, designed to support women as they embark on AV/IT careers, or navigate career challenges.

With a community-minded approach, WAVIT ensures that no woman is left alone. Committee members will provide resources and closely monitor partnerships to ensure a beneficial fit for mentors and mentees. The program, open to all career stages, matches mentors and mentees based on interests and experiences, offering tailored support and guidance.

Wave of Influence Mentorship Key Program Details:

• Interested mentors and mentees will complete questionnaires, specifying desired frequency of contact, time zones, specific verticals, roles, and length of time in the industry.
• Mentees can indicate their preferred style and duration for the mentoring relationship.
• Questionnaires can be submitted online via the Mentor / Mentee links.

“Mentorship is a cornerstone in empowering women within the AV/IT industry. Through WAVIT’s Wave of Influence Mentorship Program, we are fostering essential one-on-one relationships that provide women with the guidance, support, and resources they need to navigate their careers confidently. This program not only helps women overcome challenges but also nurtures their growth, enhancing their skills and expanding their professional networks. Together, we are building a stronger, more inclusive community where women can thrive and lead. Anyone interested in sponsoring the mentorship program should reach out to Carrie Garcia from the WAVIT sponsorship committee. We are also building a scholarship fund for those who need assistance with the membership requirements,” said Gina Sansivero, WAVIT president and VP of marketing and communications at AtlasIED.

Jill Levine, WAVIT Outreach Committee co-Chair said “The Wave of Influence Mentorship Program is to assist women who desire personal and professional guidance to help them move forward and grow within the industry in a variety of fields. I wish there was a program like this when I started in the industry in 1999.” 

“Having been on both sides of the mentor/mentee relationship, I know firsthand how empowering and impactful a strong mentoring relationship can be. I credit several unofficial mentors with helping me grow my career to where it is today. I look forward to working with the next generation of amazing women in AV. The WAV/IT Outreach is currently looking for mentor program sponsors. Please reach out to myself and Jill Levine if you want to be part of this exciting new program,” said Hope Roth, the other WAVIT Outreach Committee co-Chairs.

Industry Insights
AVIXA reports from 2022 reveal that while the percentage of women in the industry is increasing, they still represent only 13% of InfoComm attendees. In the United States, only 15% of all engineers are women. Mentorship has proven to be a powerful tool, propelling women toward greater success and fulfillment. By fostering one-on-one relationships, mentoring programs create a safe space where young women can seek advice, ask questions, and receive constructive feedback.

Empowering Women in Leadership
Notably, no other category has a lower percentage of women than senior leadership. WAVIT’s commitment to community and ongoing support not only addresses the gender gap in the AV industry but also empowers women to thrive and succeed. Mentoring enhances skills, expands networks, and fosters the confidence needed to navigate the complexities of the professional landscape.

To learn more about Women in AV/IT or to get involved in the Wave of Influence Mentorship Program, visit womeninavit.org.

Jaffa Cakes’ new comedic campaign has achieved the highest scores yet for long-term commercial effectiveness in Out-of-Home advertising, according to System1, the Creative Effectiveness Platform that harnesses the power of emotion to drive growth for the world’s leading brands.   

“We’re a cake” You Biscuit” scored an exceptional 5.0 Stars, while “Clue’s On the Box” scored 4.9 Stars. System1 also tested Global Street Art’s painted version in Stockport, which achieved 4.7 Stars amongst a nationally representative sample and 5.1 Stars amongst a Stockport audience.

System1’s Star Rating provides ads with a score of 1.0 to 5.9 Stars based on long-term brand-building potential.

Andrew Tindall, Senior Vice President Global Partnerships, System1 told us “A first-class example of how to build brand on one of the last standing truly broad-reach mediums, out of home. Playing off a long-standing idea that’s come from the consumer in a simple, emotional and visual way. Impressive.”

The scores mean the creatives perform toe-to-toe with some of the most effective TV advertising. Though OOH performs in line with the TV norm for Star-Rating, outdoor ads usually only attract an average of two seconds of attention, and only 44% brand recall within that time, 20% less than UK TV campaigns. Tested in real-life contexts, Jaffa achieved an exceptional two second brand recall of 88%, double the norm for outdoor campaigns.

Adam Woolf, Marketing Director, McVitie’s said “This campaign is particularly special to us as it taps into Jaffa’s distinctive heritage of boldness and boundary-pushing, while staying true to its classic British humour roots.  We are delighted to see that the light-hearted nature of the campaign is bringing fun and enjoyment to people, with the provocative stance on the cake vs. biscuit debate.”

The creative’s success is attributed to strong distinctive assets, minimal high-impact copy, and large logo placement, all features known to drive brand recognition, as identified by System1 and JCDecaux in their latest research.

System1’s Test Your Ad (TYA) and Test Your Innovation (TYI) solutions quickly predict the short and long-term commercial potential of ads and ideas, giving marketers confidence that their creative concepts will resonate with consumers and drive profitable commercial growth.  Complementing TYA and TYI is Test Your Brand (TYB), which measures the impact of ads and ideas on brand health.  With a database of over 100,000 ads, System1 allows brands to compare their ads against competitors, and System1’s expert guidance helps brands improve the effectiveness of ads and ideas. System1 was founded in 2000 by Founder & President John Kearon and has operations in Europe, North America, Brazil, Singapore, and Australia. 

DOOH Academy, the leading provider of education on digital and programmatic for the out of home (OOH) media industry, has announced the launch of its newest certification course, The Billboard Operators Guide to Digital & Programmatic.

DOOH Academy’s newest online certification course focuses on helping independent billboard operators understand the opportunity for revenue growth from programmatic including tips on how to get started, and how to maximize revenue. The course specifically focuses on independent billboard operators and is taught through interviews with 14 industry experts.

“In 2023, approximately 15% of all digital out of home (DOOH) media revenue in the U.S. (and a higher % in some other markets around the world) was purchased programmatically. This number is forecasted to grow incrementally for the next many years,” said Jeff Gunderman, Founder of the DOOH Academy. “If Billboard operators do not embrace programmatic, they are leaving money on the table and risk losing business as advertisers continue to shift more of their budgets to measurable programmatic media.”

DOOH Academy’s Billboard Operators Guide is designed to educate independent billboard operators on several important concepts with respect to programmatic DOOH:

• It is typically easy to connect your inventory.
• Programmatic revenue can be 10% to 15% or more of your total digital revenue.
• Smaller independent operators with only a few digital boards can participate.
• Operators with inventory outside the top 20 DMA’s can participate.
• It can be profitable business; it is not a race to the bottom.
• There are monetization partners who can help you grow your programmatic and digital revenue; you do not need to have the expertise internally.

“In 2024 we focused on programmatic connectivity, and best practices and expect to end the year with more than 10x the prior year’s programmatic revenue. Programmatic is now an important component in our overall sales and revenue strategy.” said John Murrow, CCO, Trailhead Media. “We utilize 3rd party monetization partners to help us drive programmatic revenue and that combined with our focus on optimizing our network, is working. Programmatic also enables us to drive national revenue to boards that have traditionally primarily hosted local media.”

The course also serves as a guide for digital planners and media buyers to understand the opportunity to tap into digital billboard inventory when making omnichannel programmatic media buys.

You can register for The Billboard Operators Guide to Digital & Programmatic Certification Course today at courses.doohacademy.com to get certified in this or another DOOH Academy digital and programmatic course. Also available is the Digital & Programmatic Fundamentals Certification Course which is an excellent starting place if you are new to programmatic or need a solid refresher on how everything works. Use code DOOH20 to save 20% on the cost of any course.

Japanese mobile operator NTT Docomo has said that it will enter the out of home advertising market in Vietnam through a local joint venture, with an eye toward using the country as a foothold for expansion throughout Southeast Asia.

The joint venture, called Vie BOARD, is scheduled to be established in August. Vietnamese multimedia company DatVietVAC will own a 51% stake, with Docomo holding the rest.

This will be the company’s first foray into overseas digital out of hoe. It hopes to use its data analysis technology to explore expansion into other Southeast Asian countries.

Docomo has a lot of experience in the sector, in Japan back in 2019, it established Live Board with joint investment from advertising giant Dentsu.

DPAA, the global trade marketing association, driving the growth and digitization of out-of-home (OOH) media has announced that Mo Moubayed, Co-Founder of Veridooh will speak at its next Research, Retail & Tech webinar on August 7 at 8am PT/11am ET/4pm GMT.

The topic for the session will be ‘How Independent Verification is Helping Drive OOH Growth‘.

“Our monthly Research, Retail & Tech webinars expose members to the latest technologies and platforms,” said Barry Frey, President & CEO of DPAA. “These meetings have grown to be a significant regular meeting point for members to exchange ideas.”

Media agencies and advertisers globally are increasingly demanding 100% independent verification in OOH as mandatory. Veridooh is a leading global platform for independent verification, campaign automation, reporting and intelligence. In this session, Moubayed will share how rapid digitization of panel inventory has unlocked significant opportunities for tech-enabled software to increase confidence and investment into OOH. Drawing upon the example of Australia, which now commands in excess of 10% of ad spend, he will explore how the integration of independent verification technology can help propel growth in established markets such as the UK and the USA. 

The session is open to DPAA members only, please contact your DPAA representative or email info@dpaaglobal.com.

Market Media is the Retail Media Network of The Warehouse Group and have just announced that all campaign activity on Freestanding Instore DOOH panels and Instore TV Walls can now be Seedooh Verified.

Alex Lawson, Head of Strategy & Media for Market Media said “Advertising and media is a game of trust. We want to operate at the highest level of that with our brand partners be they endemic or non-endemic brands, via direct relationships or agencies. Having the respected and trusted third party verification from the Seedooh platform for our digital out of home assets gives our advertisers the confidence that they are getting what they’re paying for and can rest easy on that.”

With over 3,300 advertising capable screens the network is one of New Zealand’s largest digital out of home providers.

Tom Richter, Founder and CEO of Seedooh told us “Our Advertiser and Agency Partners depend on Seedooh’s best in class verification and campaign support services to ensure seamless monitoring of campaign delivery. Any issues that arise are promptly identified and resolved. This proactive approach not only enhances display time but also maximizes the value of media investments. We are thrilled to witness growing investments in retail DOOH and other formats, and we are excited to welcome Market Media to our verified network in New Zealand.”

Market Media’s instore screen network is active in all The Warehouse and Noel Leeming stores across Aotearoa, enjoying over 5.5M visits from Kiwi shoppers each month, a high value audience for endemic and non-endemic brands alike.

JCDecaux SE (Euronext Paris: DEC), the number one outdoor advertising company worldwide, has announced its 2024 half-year results.

Commenting on the 2024 half-year results, Jean-Charles Decaux, Chairman of the Executive Board and Co-CEO of JCDecaux, said:

“Our H1 2024 group revenue grew by +14.0%, +13.4% on an organic basis, to reach €1,807.6 million, including +15.4% in Q2 2024 on an organic basis, above our expectations, thanks to a strong performance of digital revenue and a strong trading momentum in all activities.

As far as Q3 is concerned, we now expect an organic revenue growth rate around +10% driven by continued strong digital revenue growth across all business segments and including the positive impact of the Paris Olympic Games in France.
We are confident that Out of Home (OOH) will continue to grow its market share in a fragmented media landscape with Digital Out of Home (DOOH) being the fastest growing media segment. JCDecaux as the industry leader and the most digitised global OOH Media company is well positioned to benefit from this digital transformation.”

Adjusted revenue for the six months ending June 30th, 2024 increased by 14.0% to €1,807.6 million from €1,585.0 million in the same period last year. On an organic basis (i.e. excluding the negative impact of -€7.3 million from foreign exchange variations and the positive impact of €18.2 million from changes in perimeter), adjusted revenue increased by 13.4%. Adjusted advertising revenue, excluding revenue related to sale, rental and maintenance of street furniture and advertising displays, increased by 13.5% on an organic basis in the first half of 2024.

In the second quarter, adjusted revenue increased by 16.5% to €1,006.1 million. On an organic basis, adjusted revenue increased by 15.4% compared to Q2 2023.

Adjusted advertising revenue, excluding revenue related to sale, rental and maintenance of street furniture and advertising displays, increased by 14.6% on an organic basis in Q2 2024.