IACA shareholders voted to approve the proposed business
combination in a special meeting today
ION Acquisition Corp. 1, Ltd. (“ION”) (NYSE:IACA) a special
purpose acquisition company, announced today that its shareholders
voted to approve the previously announced business combination with
Taboola.com Ltd (“Taboola” or the “Company”), the leading
recommendation platform for the open web, at its Extraordinary
General Meeting held on June 28, 2021. Approximately 99% of the
votes cast at the meeting voted to approve the transaction.
In connection with the previously announced business
combination, holders of ION Class A ordinary shares reflecting
approximately 7% of outstanding Class A Ordinary Shares exercised
their right to redeem their shares.
The closing of the business combination is expected to take
place on June 29. The transaction will generate approximately $526
million of proceeds upon closing, given the very low redemptions by
ION shareholders. Following the closing, the Company’s ordinary
shares and warrants will begin trading on the Nasdaq Global Select
Market (“Nasdaq”) beginning on June 30 under the ticker symbols
“TBLA” and “TBLAW” respectively.
“We believe Taboola has a unique combination of an outstanding
leadership team, vast market opportunity and an attractive business
model that combines growth with high profitability,” said Gilad
Shany, CEO of ION. “We were thrilled to discover our shareholders
hold the same view through their overwhelming support for our
business combination,” continued Gilad. “We look forward to the
next phase of our partnership with Taboola as it commences its
journey in the public markets and further cements its leadership
position in the Open Web.”
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. 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 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 and 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 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.
About ION
ION is a special purpose acquisition company incorporated for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. While ION may pursue a
business combination target in any business or industry, ION
intends to focus on the rapidly growing universe of Israeli
companies and entrepreneurs that apply technology and innovation to
our everyday lives. ION is sponsored by ION Holdings 1, LP, an
affiliate of ION Asset Management Ltd.
Learn more at www.ion-am.com/spac.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210628005767/en/
Investors: Jennifer Horsley investors@taboola.com
Press: Ran Gishri press@taboola.com
ION Acquisition Corp 1 Ltd: Avrom Gilbert
avrom@ion-am.com
ION Acquisition Corp 1 (NYSE:IACA)
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