NEW YORK, June 7, 2021 /PRNewswire/ -- Taboola, a global
leader in powering recommendations for the open web, helping people
discover things they may like, today announced that its
registration statement on Form F-4 (the "Registration Statement")
in connection with its previously announced proposed business
combination ("Business Combination") with ION Acquisition Corp. 1
Ltd. (NYSE: IACA) ("ION") has been declared effective by the U.S.
Securities and Exchange Commission ("SEC"). The Registration
Statement provides important information about ION, Taboola and the
Business Combination.
ION also announced today a record date of May 7, 2021 (the "Record Date") and a meeting
date of June 28, 2021 for its
extraordinary general meeting (the "Special Meeting") to approve
the Business Combination.
The closing of the Business Combination is subject to approval
by ION's shareholders, and the satisfaction of other customary
closing conditions. The Business Combination is expected to close
promptly after the Special Meeting.
The meeting will be held at 11:00 a.m.
Eastern time, on June 28,
2021, at
https://www.cstproxy.com/ionacquisitioncorp1/sm2021. In light
of ongoing developments related to the coronavirus (COVID-19)
pandemic, after careful consideration, ION has determined that the
meeting will be a hybrid virtual meeting conducted via live webcast
in order to facilitate shareholder attendance and participation
while safeguarding the health and safety of its shareholders,
directors and management team. To register and receive access to
the hybrid virtual meeting, registered shareholders and beneficial
shareholders (those holding shares through a stock brokerage
account or by a bank or other holder of record) will need to follow
the instructions applicable to them provided in the proxy
statement.
Important Information
Neither the SEC, any state securities commission or the Israel
Securities Authority has approved or disapproved of the
securities to be issued in connection with the Business
Combination, or determined if the Registration Statement is
accurate or adequate.
Note Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking
statements. Forward-looking statements generally relate to future
events including future financial or operating performance of
Taboola.com Ltd. (the "Company"). In some cases, you can identify
forward-looking statements by terminology such as "may", "should",
"expect", "intend", "will", "estimate", "anticipate", "believe",
"predict", "potential" or "continue", or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by the Company and
its management, are inherently uncertain. Uncertainties and risk
factors that could affect the Company's future performance and
cause results to differ from the forward-looking statements in this
presentation include, but are not limited to: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the proposed transaction involving the Company and
ION (such transaction, the "Business Combination"); the outcome of
any legal proceedings that may be instituted against ION or the
Company, the combined company or others following the announcement
of the Business Combination; the inability to complete the Business
Combination due to the failure to obtain approval of the
shareholders of ION or to satisfy other conditions to closing;
changes to the proposed structure of the Business Combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the Business Combination; the ability to meet stock exchange
listing standards following the consummation of the Business
Combination; the risk that the Business Combination disrupts
current plans and operations of ION or the Company as a result of
the announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and retain
its management and key employees; costs related to the Business
Combination; changes in applicable laws or regulations; the
Company's estimates of expenses and profitability and underlying
assumptions with respect to shareholder redemptions and purchase
price and other adjustments; ability to attract new digital
properties and advertisers; ability to meet minimum guarantee
requirements in contracts with digital properties; intense
competition in the digital advertising space, including with
competitors who have significantly more resources; ability to grow
and scale the Company's ad and content platform through new
relationships with advertisers and digital properties; ability to
secure high quality content from digital properties; ability to
maintain relationships with current advertiser and digital property
partners; ability to make continued investments in the Company's
AI-powered technology platform; the need to attract, train and
retain highly-skilled technical workforce; changes in the
regulation of, or market practice with respect to, "third party
cookies" and its impact on digital advertising; continued
engagement by users who interact with the Company's platform on
various digital properties; the impact of the ongoing COVID-19
pandemic; reliance on a limited number of partners for a
significant portion of the Company's revenue; changes in laws and
regulations related to privacy, data protection, advertising
regulation, competition and other areas related to digital
advertising; ability to enforce, protect and maintain intellectual
property rights; and risks related to the fact that we are
incorporated in Israel and
governed by Israeli law; and other risks and uncertainties set
forth in the sections entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in ION's final prospectus
relating to its initial public offering dated October 1, 2020, in the preliminary proxy
statement/prospectus subject to completion relating to the Business
Combination filed with the SEC by Taboola on Form F-4, and in
subsequent filings with the Securities and Exchange Commission
("SEC").
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on these forward-looking
statements, which speak only as of the date they were made. Neither
ION nor the Company undertakes any duty to update these
forward-looking statements except as may be required by law.
Additional Information
This communication is being made in respect of the proposed
transaction involving Taboola.com Ltd. ("Taboola") and ION
Acquisition Corp. 1 Ltd. ("ION"). This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall
there be any 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 such jurisdiction. In
connection with the proposed transaction, Taboola has filed with
the Securities and Exchange Commission ("SEC") a registration
statement on Form F-4 that includes a preliminary proxy
statement/prospectus subject to completion in connection with ION's
solicitation of proxies for the vote by ION's shareholders with
respect to the proposed transaction and other matters as may be
described in the registration statement. Taboola and ION also plan
to file other documents with the SEC regarding the proposed
transaction and a definitive proxy statement/prospectus will be
made available or mailed to holders of shares of ION's Class A
ordinary shares. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS ARE URGED TO READ THE FORM F-4 AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The preliminary proxy statement/prospectus, as well as other
filings containing information about Taboola and ION are available
without charge at the SEC's Internet site (http://www.sec.gov).
Copies of the definitive proxy statement/prospectus can also be
obtained without charge, from Taboola's website at
http://www.taboola.com. Copies of the definitive proxy
statement/prospectus can be obtained, when available, without
charge, from ION's website at http://www.ion-am.com/spac.
Participants in the Solicitations
Taboola, ION and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from ION's shareholders in connection with
the proposed transaction. You can find more information about ION's
directors and executive officers in ION's final prospectus dated
October 1, 2020 and filed with the
SEC on October 5, 2020. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is
included in the proxy statement/prospectus filed with the SEC on
Form F-4. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any 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 offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption
therefrom.
About Taboola
Taboola powers recommendations for the
open web, helping people discover things they may like. The
company's platform, powered by artificial intelligence, is used by
digital properties, including websites, devices and mobile apps, to
drive monetization and user engagement. Taboola has long-term
partnerships with some of the top digital properties in the world,
including CNBC, NBC News, Business Insider, The Independent and El
Mundo. More than 13,000 advertisers use Taboola to reach over 500
million daily active users in a brand-safe environment. The company
has offices in 18 cities worldwide, including New York and Tel
Aviv.
Learn more at www.taboola.com and follow @taboola on
Twitter.
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SOURCE Taboola
