Taboola Plans $2.6B SPAC

January 25, 2021

Taboola has entered into a definitive merger agreement with ION Acquisition, 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 AI-driven 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.

Taboola’s mission is to power recommendations for the open web and help people discover things they may like. Taboola estimates the highly fragmented advertising market in the open web to be approximately $64 billion in 2020. Taboola’s recommendation platform renders editorial and paid recommendations natively, creating meaningful value to its digital property partners, advertisers and users. As a result, the company believes it has a significant market opportunity.

Taboola at scale – selected highlights:

More than 9,000 digital properties with long-term, global and exclusive partnerships, including publishers like CNBC, NBC News, Business Insider, The Independent and El Mundo during Q4 2020.

Device manufacturer partnerships, where Taboola brings its publisher partners’ news to consumers.

More than 13,000 advertiser relationships, reaching 516 million daily active users on the Taboola network in a brand safe environment, while using Taboola’s readership data for precision targeting during Q4 2020.

Approximately 500 team members at the end of Q4, supporting research and development and significant investment into its technology stack, which has made Taboola a leader in AI.

“Taboola is embarking on an exciting new journey as a public company, a milestone only made possible by years of trusted partnerships with tens of thousands of digital properties and advertisers who I want to personally thank for believing in Taboola and me for years,” said Adam Singolda, Founder and CEO at Taboola. “Today, we’re proud of the Taboola team that has made us a ubiquitous presence on the open web and for helping to bring our category-defining technology to market. Aside from our technology and team, Taboola’s success is built on a simple idea – deliver value to our partners in a way where we only grow if our partners grow, in a true win-win manner. This is in stark contrast to ‘walled gardens’ of closed ecosystems that don’t always have their partners’ best interests in mind.”

Mr. Singolda continued, “As we move forward, there is immense opportunity for Taboola to continue to be the champion for the open web, and those who do business there. Over the next 10 years I see Taboola growing to power recommendations for anything, such as eCommerce, games, applications, and I see those recommendations everywhere, on every device. They will live on our connected TVs at home, recommending shows people love, as well as in people’s cars surfacing content they love, podcasts, and text-to-audio from the open web. I’m excited to have Gilad Shany join our board and journey, and I’m pleased to welcome the ION family of investors and supporters.”

Gilad Shany, CEO of ION said, “We believe Taboola is an open web recommendation leader that is well positioned to challenge the walled gardens. We were looking to merge with a global technology leader with Israeli DNA and we found that in Taboola. The combination of long-term partnerships built by the company with thousands of open web digital properties, their direct access to advertisers, massive global reach and proven AI technology, allows Taboola to provide significant value to their partners while also achieving attractive unit economics as the company grows. We are excited to join in the early innings of this growth journey alongside a tenured executive team with a strong track-record of exceptional execution.”

Transaction Overview
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.

The boards of directors of both Taboola and ION unanimously approved the transaction. The proposed transaction is expected to be completed in the second quarter of 2021, subject to approval by the shareholders of each of Taboola and ION, and satisfaction of customary regulatory and other closing conditions.

Advisors
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.

*All 2020 projections in this press release are taken from the investor presentation being filed by ION today with the SEC as an exhibit to its Current Report on Form 8-K which will be available on the SEC website at www.sec.gov. Those projections are subject to the limitations contained in the presentation and in this press release. See “Caution About Forward-Looking Statements.”