Ad Tech M&A Report H1, 2021 - OAREX Capital Markets

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Ad Tech M&A Report
    H1, 2021

1
TABLE OF CONTENTS

Introduction. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 3
Mergers, Acquisitions & Buyouts: First Half of The Year. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4
2021 Deal Activity by Month .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 5
Deal Activity by Month – 2021 vs. 2020 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 6
Deal Activity by H1 Volume – 2021 vs. 2020.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 7
Deal Activity by Quarter – 2021 vs. 2020.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 8
Acquirers Funding Status.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 10
Notable Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Home Country of Suitor.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 12
Top 10 Acquirer Industries. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 13
Conclusion .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 14
About OAREX.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 15
Disclaimer. .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 16
INTRODUCTION

    The M&A market is hot. Early in the year, we saw numerous head-turning
    transactions in digital media and ad tech. According to Luma’s Q2 report, deal
    activity for advertising and marketing technology firms was up 174%.
    Bryan Park’s Q2 M&A Report confirmed the surge in volume, as global M&A
    activity value grew $1.5T, a 385.6% increase over Q2, 2020.

    This prompted us to mine Crunchbase data for similar transaction data, which
    is summarized in this report.

3
YoY Mergers, Acquisitions & Buyouts
                                                     By Half Year
    MERGERS, ACQUISITIONS & BUYOUTS: FIRST HALF OF THE YEAR

      2021                                     393                                     23 19

                                                                            ACQUISITION
      2020                      224                    12 10                LEVERAGED BUYOUT
                                                                            MERGER

             0      50       100        150      200       250       300         350   400     450

                                        H1 '21 Mergers, Acquisitions & Buyouts
    In the first half of 2021, ad tech mergers, acquisitions and By Month
    buyouts grew 77% versus the same period last year.

    In fact, H1 ‘21 saw nearly the same amount of activity as all of
        100
    2020. With 435 transactions, H1 closed at 91% of 2020’s total
    transactions,
         90        falling short by only 43.                                MERGER
                                                       2
                                    6                                       LEVERAGED BUYOUT
        80                          3                  5                    ACQUISITION

4
                     5
        70                                                                                           2
                     6
                                                                                                     5
H1 '21 Mergers, Acquisitions & Buyouts
                                                             By Month
    2021 DEAL ACTIVITY BY MONTH

    100

     90                                                                MERGER
                                                2
                              6                                        LEVERAGED BUYOUT
     80                       3                 5                      ACQUISITION

                5
     70                                                                                    2
                6
                                                                 1                         5
     60

     50                                                                        4
                                                                               3
     40                      79                80
                66                                                                        62
     30                                                         59
                                                                               47
     20

     10

      0
               Jan           Feb              Mar               Apr           May         Jun

    Transactions peaked in February with 88 in total. Activity
    bottomed in May with 54 transactions, and finished strong in
    June with 69.

    Leveraged buyouts saw the largest growth, nearly doubling
    versus 2020 (92%). Closely followed by mergers (90%) and then
    acquisitions (75%).

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By Month
    DEAL ACTIVITY BY MONTH      –Acquisitions
                      HoH Mergers, 2021 VS.       2020
                                              & Buyouts

    100
                               88              87
     90
                77
     80
                                                                                                69
     70                                                                                              2021
                60             61                             60
                                               57
     60                                                                       54

     50

     40
                                                              30
     30
                                                                              22

     20                                                                                         16
                                                                                                     2020
     10

      0
               Jan             Feb            Mar             Apr            May            Jun

    As expected, when the world shut down due to the Covid pandemic, transactions came
    to a crashing hault in April 2020, plummeting by 40%. That trend would continue through
                                    H1 '21 Mergers, Acquisitions & Buyouts
    the remainder of H1 ‘20, with transactions continuingBy    toMonth
                                                                  slide in May and June. Down
    28% and 43%, respectively, from the prior months.

    As a result of the sudden crash, we are unable to establish a baseline for seasonality of
    mergers,
    100      acquisitions and buyouts. That being said, both periods appeared to start off
    strong so we believe that it may be common for Q1 to have elevated
                                                                    MERGER transactions in a
      90                                        2
    given year. This would make6sense, as media companies often make      20-30%
                                                                    LEVERAGED      of their
                                                                                BUYOUT
    annual
      80                                        5
           revenue in Q4. Flush 3with cash, a logical step would be vertical or horizontal
                                                                    ACQUISITION
6
    growth via some
                  5 type of merger transaction.
     70                                                                                         2
$279
                0%
                          Jan   Feb          Mar      Apr         May       Jun

    DEAL ACTIVITY YoY
                  BY Mergers,
                      H1 VOLUME       – 2021
                              Acquisitions     VS. 2020
                                           & Buyouts By Half Year                 In Millions

                 $80,000

                 $70,000        MERGER
                                LEVERAGED BUYOUT
                                ACQUISITION
                 $60,000
                                                             $43,092
     MILLIONS

                 $50,000

                 $40,000

                 $30,000                                      $7,950

                 $20,000
                                  $235
                                                             $27,383
                 $10,000

                                 $3,976
                     $-
                                      2020                     2021

    Known price data for all transactions increased 17.6 times in 2021.

    Unfortunately, most transactions are private so price data remains largely
    unknown. Of all activity since January 2020, we found known price data for
    only 133 (14%) transactions.

    That being said, transaction detail has become more commonplace:
    price data increased in 2021 to 17% (75 deals) vs 12% in 2020.
7
YoY Mergers, Acquisitions & Buyouts
                                                          By Quarter

    YOY MERGERS, ACQUISITIONS AND BUYOUTS, BY QUARTER

                2021                        168                                   9 6
    QUARTER 2

                                                                                        MERGER
                                                                                        LEVERAGED BUYOUT
                2020       62        3 3                                                ACQUISITION

                2021                                     225                                         14    13
    QUARTER 1

                2020                       162                                   9 7

                       0        50                 100                  150               200               250

    QoQ ANALYSIS: Q1 in both 2020 and 2021 saw significant transaction activity,
    with nearly 67% of all H1 transactions occuring in 2020, and 58% in 2021. Q2 2021
    accounted for 42%, much higher than 28% in Q2 of 2020. This low figure in Q2 2020
    comes as no surprise, as the entire market was reeling from the Covid-19 fallout.

    YoY ANALYSIS: Q1 2021 activity rose by 42% YoY. For the most part ,Q1 was pretty
    normal in 2021, up until mid-March when economies shutdown worldwide. Q2
    increased 169%, which again comes as no surprise.
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OUR THOUGHTS

        “   Is this simply staggering growth, a
            return to normalcy, or both? We believe
            that a large portion of the data is just a
            reflection of the economy rebounding
            due to the reopening. However, it seems
            unlikely that is the only factor. One major
            factor is that cash is at an all time high,
            and businesses are looking to deploy
            funds into the economy by acquiring or
            merging with other companies.”

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Acquirer Funding Status
                    By Half Year
     ACQUIRERS FUNDING STATUS

                                        Seed
                                                               Early Stage Venture

                                               5%         9%
           Private Equity
                             15%
                                               5%        11%
                                    12%
                                                                                    IPO

                                                                          32%

                                                                 36%
                                  31%

                            31%                     5%
                 M&A

                                                          9%

                                                               Late Stage Venture

     A rising tide lifts all boats. This comes to mind when looking at transaction data for
     companies with a known funding source. The average growth across all categories
     was 117%. Late Stage Venture companies showed the most growth when compared
     to the year prior (217%), although this acquirer status accounted for only 9% of total
     transactions. Either way, it was the most significant growth versus the prior year.
     32% of acquisitions were done with a suitor that raised money in an IPO, in order to
     acquire the existing target. It’s crystal clear from this reported data that IPOs are a
     huge driver of the M&A market.
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Top 5 Transactions
                                                                             In B illions
     NOTABLE TRANSACTIONS
                    2021
                           Local Media Group
                          acquired by Gray TV        $3

                                    Televisa
        acquired by Univision Communications         $3

                               Verizon Media
                           acquired by Apollo             $5

                                MGM Studios
                          acquired by Amazon                         $8

                               WarnerMedia
                       acquired by Discovery                                                                            $43
                   2020
                         ION Media Networks
        acquired by The E.W. Scripps Company         $3

            Nielsen - Global Connect business
             acquired by Advent International        $3

              Endurance International Group
          acquired by Clearlake Capital Group        $3

                                   ZeniMax
                       acquired by Microsoft                        $8

                      eBay Classifieds Group
                       acquired by Adevinta                              $9

                                                $-             $5             $10       $15   $20   $25   $30   $35   $40     $45

     As usual, a handful of transactions accounted for most of
     the transaction volume. Ironically enough, the Discovery
     acquisition of Warner Media was $43B alone, equivalent to
     the total reported merger value of 2021!

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HOME COUNTRY OF SUITOR
                         Acquirees by Country
                                            Countries with +10

        2021
        United States                                                              222

      United Kingdom                   60

               Canada            22

            Germany         15

               France       11

      The Netherlands 10
        2020
        United States                                            148

      United Kingdom             21

               Canada 10

                        0             50        100                    150   200         250   300

     The number of countries with companies that had more than 10 transactions
     doubled in 2021 (from 3 to 6). Germany, France and the Netherlands all joined
     the list, alongside the leaders of the pack: the United States, the UK and Canada.

     The USA dwarfs all other countries, making up more than 70% of the total
     transactions in each year(71% in ‘20 & 78% in ‘21).

     The UK is still second in command but lost market share (down 30% YoY).
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Top 10 Acquirer Industries                                                         Top 10 Acquiree Industries
       TOP 10 ACQUIRER
                    H1 2021INDUSTRIES                                                  TOP 10 ACQUIREE  H1INDUSTRIES
                                                                                                            2021

                                           Digital                                                                         Advertising
                                           Marketing                                                                  SaaS Platforms
                             Mobile                                                                   Analytics
                                             1.8%                 Advertising                 Social Media            1.7% 2%
                                    2.1%                                                                          1.7%
               Internet                                    7.1%                                                1.8%
                                                                                              Internet                                             Advertising
                             2.2%                                                                        2%
          Financial                                                                      Digital                                           16.3%
          Services                                                                       Marketing     2.5%
                       2.2%

      Publishing                                                           Marketing    Software       3.5%
                      2.3%
                                                                   5.7%

                                                                                                        3.8%
        Media and       3%                                                             Digital Media
     Entertainment
                                                                                                               3.9%
                                    3.1%                   4.2%                                                                          9.8%
                                                                                                Publishing
                                                                                                                          5%                    Marketing
                   Information                 3.2%           Software
                   Technology
                                           Digital Media                                                            Media and
                                                                                                                  Entertainment

      Financial Services and Digital Media were the only acquiring industries to rise in 2021’s Top 10 (both jumping 2 spots
      each). The number of acquiring companies from those industries grew by 143% and 150% respectively. While their
      market share shot up by 28% and 31%.

      While all of the Top 5 acquiring industries saw declines, publishing was the only one to fall out (getting bumped down to
      7th from 4th). Furthermore, the publishing sector saw the slowest growth when compared to other industries. Of all the
      industries that saw high transaction volume, Digital Marketing made the most strides, jumping 4 spots to 6th overall in
      2021.

      The absolute number of acquired companies for each industry grew within the Top 10, but the majority gave up
      significant market share. Publishing suffered the biggest loss at nearly 37%.

      While there is movement across the board, the Top 5 industries being acquired remained steady.
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CONCLUSION

     There you have it. A record breaking year for deal activity; not just in ad tech, but
     in the economy as a whole. We anticipate the activity to continue at a steady
     pace given the amount of cash still on the sidelines (despite all the M&A activity
     already). Eventually, we’ll see a slow down as sideline cash gets deployed into the
     economy, but with more potential government funding programs on the horizon,
     we don’t anticipate a slow down to happen any time soon. Also, historically, the
     M&A market tends to follow the stock market. Earnings are high, corporations
     are flush with cash, so consistent with anticipating higher equities, we expect
     increased M&A activity. Stay tuned!

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ABOUT OAREX

     For digital media buyers and sellers.

     OAREX, the Online Ad Revenue Exchange, is a platform for digital media and advertising
     businesses to obtain fast funding. As a capital-as-a-service (CaaS) platform, we directly fund
     and provide liquidity to digital ad buyers and sellers, no matter where they sit on the supply
     chain.

     Digital ads are served in milliseconds, but it takes months to get paid. We are eliminating this
     endemic pain point in the industry, enabling our clients to scale without the red tape, headache,
     or dilution associated with traditional capital.

     We are proudly backed by East West Bank and Arena Investors with a $100M financing facility.

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DISCLAIMER

     This study is for informational purposes only, is confidential and may not be reproduced or transferred, in whole or in part, to any other party without
     the express written consent of OAREX Capital Markets, Inc. The information contained herein does not constitute any sort of guarantee to any person or
     company. The information contained herein is based on public data found within Crunchbase.com and is for illustrative purposes only. OAREX Capital
     Markets, Inc. is not affiliated with Crunchbase, Inc. or any of their subsidiary companies. Our commentary is based upon certain hypothetical assumptions
     and events over which we have only partial or no control. The selection of assumptions requires the exercise of judgment and is subject to uncertainty due to
     the effects that economic or other changes may have on future events. Nothing contained herein should be relied on. Any recipient of this information must
     conduct and rely on its own evaluation of the projections provided, trends identified, including with respect to the uncertainty involved. No representation
     or warranty of any kind is or can be made with respect to the accuracy or completeness of, and no representation or warranty should be inferred from the
     information herein or the assumptions underlying it. No representation or warranty is or can be made as to any company’s future operations or the amount
     of any future income that may be realized or loss due to the information herein. The actual results achieved will vary from herein, and variations may be
     material. Recipients of this information are cautioned not to place reliance on the study.

     METHODOLOGY: The study is based on data found within Crunchbase.com for the time period in question. The completeness of the data obtained
     varied from transaction to transaction, and we do not attempt to normalize for this, so if the data analyzed is not representative of the market as a whole,
     then our results shown here won’t be either. Due to limited data, results shown are largely based on the number of transactions that occurred, rather than on
     a cost basis. So transactions are equally weighted, regardless of size, which may bias our results. We do our best to accurately represent relevant transactional
     data. Therefore, we filtered to reflect all Acquisition, Merger and Leveraged Buyout data for acquired companies within a relevant industry, as identified by
     Crunchbase.com. These industries include, but are not limited to, Advertising, Digital Media, Mobile Advertising, Ad Network, Ad Exchange, Advertising
     Platforms, Media and Entertainment, Outdoor Advertising, Video Advertising, Social Media Advertising and Publishing. As a result, the information
     herein is limited to acquiree companies within the aforementioned industries and does not control for acquirer companies. The information contained
     herein is based on secondary data, while we try to make sure it is represented accurately, please take all of it with a grain of salt and do not rely upon it.
     Nothing in this report is a guarantee or an offer. You hereby hold OAREX harmless for any losses incurred in reliance on this study.

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