DOOH-focused Ad Tech Firms Adomni, Kubient Agree To “Reverse Triangular Merger”

May 26, 2023 by Dave Haynes

The Las Vegas-based DOOH ad planning and buying platform Adomni is at the center of a complicated merger agreement that sees it blended with a New York  adtech company called Kubient, with the two entities operating as Adomni going forward, and that company having control.

Under the terms of the merger agreement, says PR, pending approval of the transaction by Kubient’s stockholders and Adomni’s stockholders and subject to customary closing conditions, Kubient will acquire 100% of the outstanding equity interests in Adomni, by means of a reverse triangular merger of a wholly-owned subsidiary of Kubient with and into Adomni, with Adomni surviving as a wholly-owned subsidiary of Kubient.

Reverse triangular merger sounds like something with a degree of difficulty in 10M diving competitions, and I could probably train to successfully execute that dive before I could learn and explain the securities legals around this deal.

In connection with the closing of the Merger, Kubient is expected to change its name to “Adomni, Inc.”

Immediately following the closing of the Merger, the equity holders of Adomni are expected to own approximately 74% of the outstanding common stock of the combined company, and the equity holders of Kubient are expected to own approximately 26% of the outstanding common stock of the combined company.

The merger agreement also provides that the equity holders of Adomni may receive additional shares of Kubient equal to 1%, 2% or 5% of the outstanding shares of Kubient on a fully diluted basis following the filing of Kubient’s annual report on Form 10-K for the 2023 fiscal year upon the achievement certain audited net revenue thresholds of Kubient for the 2023 fiscal year.

Kubient describe itself as offering “next generation cloud-based infrastructure enables efficient marketplace liquidity for buyers and sellers of digital advertising. The Kubient Audience Marketplace is a flexible open marketplace for advertisers and publishers to reach, monetize and connect their audiences. The Company’s platform provides a transparent programmatic environment with proprietary artificial intelligence-powered pre-bid ad fraud prevention, and proprietary real-time bidding (RTB) marketplace automation for the digital out of home industry. The Audience Marketplace is the solution for brands and publishers that demand transparency and the ability to reach audiences across all channels and ad formats.”

Adomni is probably more familiar to the digital signage side of DOOH, providing since 2015  an online marketplace that now reaches across 37 different formats of connected screens.

More from PR:

The combined company will focus on growing and developing Adomni’s pre-existing programmatic advertising service and platform that delivers high-impact advertising campaigns via 725,000+ connected digital out of home screens across the world. Following the closing of the Merger, the combined company is expected to operate under the name “Adomni, Inc.”

The Merger is intended to allow Adomni to strengthen and diversify its advertising technology platform while also expanding its scope to address a much larger, growing digital ad market. Adomni is also poised to expand its product offering with enhanced features around artificial intelligence (“AI”) technology. Kubient’s AI product KAI will be harnessed to deliver better advertising campaigns via Adomni’s platforms. These include enhanced accuracy of fraud prevention via AI-powered algorithms, real-time data monitoring and analysis of incoming data, advanced pattern recognition within the data, brand protection from fraudulent media, and more.