Web Recommendation Company Taboola to go Public via Ion Acquisition Corp. 1 SPAC
Posted on 01/25/2021
Taboola entered into a definitive merger agreement with ION Acquisition Corp. 1 Ltd. (NYSE: IACA), a special purpose acquisition company. The combined company will operate under the Taboola name and will trade on the NYSE under the new symbol “TBLA”. The transaction is expected to close in Q2 of 2021. Taboola was founded in 2007 by Adam Singolda, the company’s CEO since inception. The company enables digital property owners to harness the value of recommendations, and offers advertisers a way to effectively access users in the open web. Taboola surfaces recommendations wherever people spend time outside of the walled gardens, across websites and within offerings from device manufacturers, mobile apps, and games, enabling advertisers to be recommended side-by-side with editorial content, driving significant value.
ION Acquisition Corp. 1 Ltd. will merge with a wholly-owned subsidiary of Taboola for implied pro forma aggregate valuation of approximately $2.6 billion. In connection with the transaction, institutional investors have committed to purchase an aggregate of approximately $285 million of Taboola ordinary shares in a private investment that is expected to close concurrently with the business combination, of which approximately $150 million will be purchased directly from existing shareholders of Taboola, primarily from early investors. Taboola has committed to register these privately-issued shares for resale shortly following the closing of the business combination. All transaction related financial or other data in this announcement assume no ION shareholder exercises their redemption rights.
Institutional investors that are anchoring the PIPE include Fidelity Management & Research Company LLC, Baron Capital Group, funds and accounts managed by BlackRock, Hedosophia, the Federated Hermes Kaufmann Funds and others. Exor Seeds, the venture arm of Exor (holding company controlled by the Agnelli family), is joining the PIPE as Taboola envisions distributing personalized content into mobility platforms.
Credit Suisse Securities (USA) LLC acted as lead financial and capital markets advisor to Taboola and also acted as lead placement agent on the PIPE. J.P. Morgan Securities LLC also acted as a financial advisor to Taboola. Latham & Watkins LLP, Meitar Law Offices and Davis Polk & Wardwell LLP acted as legal counsel to Taboola.
Cowen acted as sole financial and capital markets advisor to ION and also acted as placement agent on the PIPE. White & Case LLP and Goldfarb Seligman & Co. acted as legal counsel to ION.