Combined Company Will Connect the Programmatic and TV Ecosystems, Unifying Audience-Based and Performance-Focused Advertising for Buyers and Sellers

NEW YORK, April 1, 2024 — Cadent, one of the largest independent solutions providers for converged TV advertising, announced a definitive agreement to acquire all outstanding shares of AdTheorent Holding Company, Inc. (Nasdaq: ADTH), a machine learning pioneer and industry leader delivering measurable value for programmatic advertisers, for a cash consideration of $3.21 per share.

The combination of Cadent and AdTheorent will create one of the largest independent omnichannel audience activation platforms for buyers and sellers of advertising. The newly formed entity will focus on providing expanded performance advertising solutions that cater to both digital and traditional TV markets, powered by advanced machine learning and a unified media and data marketplace.

“Together, Cadent and AdTheorent will enable our customers to drive performance across all strategic audiences, no matter where they consume media or where they are in the sales funnel,” said Nick Troiano, CEO of Cadent. “We will connect the worlds of programmatic and TV, providing solutions across our partner ecosystem that will drive next-generation omnichannel reach and performance results.”

Upon closing, the combined company will serve nearly 1,000 advertisers, and partner with leading holding companies, agency groups, independent agencies, and premium publishers.  In addition, AdTheorent’s leadership in ID-independent machine learning and algorithmic audience solutions, combined with Cadent’s cookieless household identity graph uniquely positions the combined company to be at the forefront of unifying fragmented audiences.

“AdTheorent’s customer-focused culture, award-winning technology and commitment to innovation has helped our team build a strong brand that is a recognized leader in performance-first programmatic advertising,” said James Lawson, CEO of AdTheorent. “In Cadent, we’ve found a partner with a shared commitment to delivering measurable results for customers, and a complementary vision for the future of omnichannel advertising. In an increasingly competitive and evolving adtech sector, we are excited to bring together our teams, technology, and solutions to drive continued value to our customers and our employees.”

Novacap, the Montreal-based private equity firm which acquired Cadent in August 2023, provided strategic services and funding support to Cadent for the transaction.

“Novacap accelerates growth companies through strategic investments. We’re pleased to empower the Cadent and AdTheorent teams to further their vision of building a leading omnichannel audience platform, by providing the foundational resources necessary to complete a transaction of this scale,” said Samuel Nasso, Partner at Novacap, and Chairman of the Board of Cadent.

The transaction is subject to customary closing conditions and completion of regulatory review and AdTheorent shareholder approval. The transaction has been approved by the AdTheorent Board of Directors and is expected to close in approximately 90 days.

Moelis & Company LLC is acting as lead financial advisor to Cadent. RBC Capital Markets also is acting as a financial advisor, and Baker Botts LLP is providing legal counsel. Canaccord Genuity is acting as financial advisor and McDermott Will & Emery LLP is acting as legal counsel to AdTheorent in connection with the proposed transaction.

About Cadent

Cadent connects the TV advertising ecosystem. We help advertisers and publishers identify and understand audiences, activate campaigns, and measure what matters – across any TV content or device. Aperture, our converged TV platform, simplifies cross-screen advertising through a streamlined workflow that brings together identity, data, and inventory with hundreds of integrated partners. For more information, visit cadent.tv.

About AdTheorent 

AdTheorent (Nasdaq: ADTH) uses advanced machine learning technology to deliver impactful advertising campaigns for marketers. AdTheorent’s machine learning-powered media buying platform powers its predictive targeting, predictive audiences, audience extension solutions and in-house creative capability, Studio A\T. Focused on the predictive value of machine learning models, AdTheorent’s product suite and flexible transaction models allow advertisers to identify the most qualified potential consumers coupled with the optimal creative experience to deliver superior results, measured by each advertiser’s real-world business goals.

AdTheorent is consistently recognized with numerous technology, product, growth and workplace awards.  AdTheorent was named “Best Buy-Side Programmatic Platform” in the 2023 Digiday Technology Awards and was honored with an AI Breakthrough Award and “Most Innovative Product” (B.I.G. Innovation Awards) for five consecutive years.  Additionally, AdTheorent is the only seven-time recipient of Frost & Sullivan’s “Digital Advertising Leadership Award.” AdTheorent is headquartered in New York, with fourteen locations across the United States and Canada.  For more information, visit adtheorent.com.

Additional Information and Where to Find It:

AdTheorent intends to file with the Securities and Exchange Commission (the “SEC”) apreliminary proxy statement and furnish or file other materials with the SEC in connection with the proposed transaction. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement will be filed with the SEC and mailed to the stockholders of AdTheorent. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that AdTheorent may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, ADTHEORENT’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

The proxy statement and other relevant materials (when they become available), and any other documents filed by AdTheorent with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from AdTheorent by going to AdTheorent’s Investor Relations page on its corporate website at www.adtheorent.com.

No Offer or Solicitation

This release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Participants in the Solicitation:

This communication does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. AdTheorent and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of AdTheorent in connection with the proposed transaction. Information regarding the interests of these directors and executive officers in the transaction will be included in the proxy statement described above. Additional information regarding the directors and executive officers of AdTheorent is included in the AdTheorent proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 12, 2023, and is supplemented by other public filings made, and to be made, with the SEC by AdTheorent. To the extent the holdings of AdTheorent securities by AdTheorent’s directors and executive officers have changed since the amounts set forth in the proxy statement for its 2023 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests in the transaction of AdTheorent’s participants in the solicitation, which may, in some cases, be different than those of AdTheorent’s stockholders generally, will be included in AdTheorent’s proxy statement relating to the proposed transaction when it becomes available. These documents are available free of charge at the SEC’s website at www.sec.gov and at the Investor Relations page on AdTheorent’s corporate website at www.adtheorent.com.

Forward Looking Statements:

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Such statements may also include statements regarding the completion of the proposed merger and the expected timing of the completion of the proposed merger, the management of AdTheorent upon completion of the proposed merger and AdTheorent’s plans upon completion of the proposed merger. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, the market for programmatic advertising developing slower or differently than AdTheorent’s expectations, the demands and expectations of clients and the ability to attract and retain clients and other economic, competitive, governmental and technological factors outside of AdTheorent’s control, that may cause AdTheorent’s business, strategy or actual results to differ materially from the forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of AdTheorent, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of management’s attention from AdTheorent’s ongoing business operations due to the proposed merger; unexpected costs, charges or expenses resulting from the proposed merger; AdTheorent’s ability to retain and hire key personnel in light of the proposed merger; certain restrictions during the pendency of the proposed merger that may impact AdTheorent’s ability to pursue certain business opportunities or strategic transactions; the ability of the buyer to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the proposed merger; potential litigation relating to the proposed merger that could be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; the effect of the announcement of the proposed merger on AdTheorent’s relationships with its customers, operating results and business generally; and the risk that the proposed merger will not be consummated in a timely manner, if at all.AdTheorent does not intend and undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to AdTheorent’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and any subsequent filings on Forms 10-Q or 8-K, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

Media Contacts

For Cadent

Rachel Jermansky, Daddi Brand Communications

rjermansky@daddibrand.com

For AdTheorent

David DeStefano, ICR

AdTheorentIR@icrinc.com

(203) 682-8383

Melanie Berger

Melanie@adtheorent.com

850-567-0082

Mentha has entered into a partnership with the founders of Erhvervs Webdesign, a fast-growing Danish digital marketing agency, which focuses on micro-SMEs. The partnership will accelerate EWD’s growth organically and through acquisitions, both domestically and internationally.

Over the past two years, Erhvervs Webdesign has tripled its revenue and successfully evolved from a regional provider of digital marketing services to a nationwide player with five offices across Denmark in Esbjerg, Aarhus, Odense, Copenhagen, and Aalborg. EWD’s core offering comprises design and development of unique websites, search engine optimization, and digital performance marketing across multiple platforms. Based on a strong operational backbone and closeness to the customer, EWD supports small business owners in their digital marketing journey.

Apart from its strong market position in Denmark, EWD is characterized by a very effective company culture, which is based on sound values and centered around what is best for customers and employees. This unique culture helps EWD attract new colleagues as well as retaining existing employees.

The founders of EWD, Thomas Jensen and Klaus Bisgaard will continue as senior management of EWD and retain a substantial  shareholding. Both see significant potential for further growth both in Denmark and the rest of Northern Europe. The partnership with Mentha will provide the necessary capital and expertise to execute the growth strategy. Both Thomas and Klaus are very enthusiastic about the partnership, stating, “We have a lot of confidence in Mentha. Our journey has only just begun, and this partnership marks the start of the next phase. We are proud of what our team, customers, and partners have accomplished and look forward to reaching new heights with Mentha on board.”

The joint aim of EWD and Mentha is for EWD to become a leading digital marketing agency in Northern Europe focusing on micro-SMEs. As an active partner, Mentha is well positioned to support the development of EWD through their team of investment professionals in Amsterdam, Antwerp, and Copenhagen.

Lars Thorsgaard Jensen, Partner at Mentha Denmark comments: “We value EWD for its collective culture and drive to support micro-SMEs on their digital marketing journey. Together with the founders and the broader management team, we expect to continue EWD’s strong growth track by attracting and retaining talent, continuously developing the digital marketing offering and accelerating expansion through an international buy-and-build strategy.”

EWD is Mentha’s first investment in Denmark.

About Erhvervs Webdesign (EWD)

EWD is one of Denmark’s leading digital agencies with a focus on small-sized companies. EWD’s core offering comprises design and development of unique websites, search engine optimization, and digital performance marketing across multiple platforms. The company was founded in 2012 by Thomas Jensen and Klaus Bisgaard and employs ca. 70 employees based in Esbjerg, Aarhus, Odense, Copenhagen, and Aalborg.

Dear Investors, Pfaeffikon SZ, March 2023

Partners and Friends of Ufenau Capital Partners,
We are delighted to announce that the group supported by the Fund Ufenau VII Asset Light (“Group”), which acquired a majority stake in Marktest in January, has incorporated Conecta RC and Amber Marketing in March with the aim to lead the market research space in Iberia.
Marktest, the leading independent market research and marketing analytics player in Portugal, is joining forces with Conecta RC and Amber Marketing. The new partnership will further expand the Group’s capacities in Spain, by incorporating highly professional local complementary teams in Madrid and Barcelona, with the aim to continue their successful development and accelerate growth.

Conecta RC, a market research specialist based in Madrid with +20 years experience, has developed a solid relationship with its clients, large international groups and leaders in sectors such as consumer, finance, insurance, healthcare and education. Through a client-oriented and innovation-driven approach, its multidisciplinary team is a market reference for their systematic and methodological approach to market research.
Amber Marketing, a market research and consulting specialist based in Barcelona and Madrid with +20 years experience, is a sector reference in the healthcare, consumer and services space, leveraging a deep market understanding and an unrivalled panel of healthcare professionals. Striving to provide high-value for its clients, Amber Marketing’s team turns complexity into simpler and actionable insights.

The founders of Conecta RC and Amber Marketing will significantly co-invest, joining Ufenau and Marktest’s founders as partners, and driving the Group into its next growth phase. In addition to the benefits of the leading presence across Spain, the combined team will ensure the continuation of the Group’s successful growth strategy, providing room for joint knowledge and product development that will expand the combined service proposition in a highly technical and constantly evolving market.

José Manuel Oliveira, CEO of the Group, said “I am very glad to see Conecta RC and Amber Marketing professionals join our Group, adding highly professional and commited teams that bring many years of experience and relationships. I am convinced that all our clients will benefit from our strong combined capacity”.
Miguel Muñoz, Esther Fernández-Mayoralas, and Óscar Chicharro, founder and partners of Conecta RC, said “We are delighted to be part of the Group. It’s a fundamental step in our growth path that will ensure continuity of our business model while providing the benefits of the combined strengths, helping us grow as a team and offer an enhanced value proposition for our demanding clients.”

Antonio Bermejo and Ángel Amat, founders of Amber Marketing, added “We are convinced about the benefits of the Group’s strategy for our team’s development. They will enable us to accelerate and complement our growth plans, while ensuring we continue to provide unique actionable insights.”
Ralf Flore, Managing Partner at Ufenau, considers that “We are pleased to see Conecta RC and Amber Marketing join the Group as partners. The combination of complementary highly professional teams provides significant room for collaboration and value creation, ensuring our Group continues to be at the forefront of market research and data analytics in Iberia. ”

About Ufenau Capital Partners
Ufenau Capital Partners is a privately-owned Swiss Investor Group headquartered at Lake Zurich which advises private and institutional investors with their investments in private equity. Ufenau Capital Partners is focused on investments in service companies in German-speaking Europe, Iberia and the Benelux region and invests in Education & Lifestyle, Business Services, Healthcare, IT Services and Financial Services sectors. Since 2011, Ufenau invested in +280 service companies in Europe. Through a renowned group of experienced Industry Partners (owners, CEOs, CFOs), Ufenau has an active value-adding investment approach at eye-level with entrepreneurs and managers. Ufenau raised its seventh flagship fund and its third Continuation Vehicle in 2022 with a volume of EUR 1.6bn and advises capital of EUR 2.5bn.
Conecta RC and Amber Marketing join forces with Marktest

Ufenau Capital Partners AG
Huobstrasse 3
CH 8808 Pfäffikon, Schwyz
www.
ucp .ch
Tel: + 41 44 482 66 66
Fax: + 41 44 482 66 63
info@ucp.ch
The Group supported by
Ufenau VII which acquired
as new partners
March, 2023
has incorporated
&

Precision Strategies (“Precision”), a leading strategy and marketing agency, today announced a new strategic investment from Abry Partners, a Boston-based investment firm. The partnership will fuel and accelerate Precision’s long-term growth and expansion strategy.

Founded in 2013, Precision brings integrated, campaign-style advocacy that harnesses strategic communications, digital, creative, paid media, data analytics, and organizing to help clients achieve their goals.  The agency’s work has been widely recognized, including an Emmy nomination, a Cannes Grand Prix, and multiple Gold Lion Awards, Webbys, and agency of the year awards.

“We founded Precision as a truly integrated agency that could bring world class expertise and cutting-edge services to campaigns, causes and corporations,” said co-founders Stephanie Cutter and Teddy Goff. “We’re excited to find a new partner in Abry to expand our reach and  work with us to drive continued growth and innovation as we enter our second decade.”

Abry Partners is known for its expertise in helping high-growth businesses reach their full potential, and their minority investment in Precision will bring new resources and valuable experience to the table. The firm’s investment will provide Precision with the strategic support it needs to expand its services, reach new markets, and continue delivering exceptional results to its clients.

“Precision’s decade-long record of groundbreaking growth and success make them an ideal partner,” said Medhini Srinivasan, Principal at Abry Partners. “We are proud to invest in Precision and are confident that this partnership will help accelerate its growth and drive positive outcomes for its clients.”

GP Bullhound served as advisor to Precision and BrightTower served as advisor to Abry Partners.

About Precision:

Precision is a leading public affairs firm providing integrated services and exceptional results for campaigns, corporations and causes. With offices in Washington DC and New York, the company provides services including strategic communications, digital engagement, paid media, crisis management, organizing and data analytics.

About Abry Partners:

Abry Partners is one of the most experienced and successful sector-focused private equity investment firms in North America. Since its founding in 1989, the firm has completed over $90 billion of leveraged transactions and other private equity or preferred equity placements. Currently, the firm manages over $5.0 billion of capital across its active funds.