Taboola offer for Dianomi

Davis Polk is advising Taboola in connection with its recommended offer to acquire the entire share capital of Dianomi. Under the terms of the offer, Dianomi shareholders will receive 64 pence in cash for each share and a contingent consideration unit which may deliver up to 24 pence in cash per share. Assuming full value is delivered by the contingent consideration units, the offer values the entire issued and to be issued share capital of Dianomi at up to approximately £27 million on a fully diluted basis. The offer, which is subject to the Takeover Code and will be implemented by way of a UK scheme of arrangement under the Companies Act, is subject to customary conditions including the approval of Dianomi shareholders. It is expected that the scheme will become effective by the end of 2026.

Taboola is a global leader in delivering performance at scale for advertisers. The company empowers businesses to grow through performance advertising technology that goes beyond search and social and delivers measurable outcomes at scale. Taboola works with thousands of businesses who advertise directly on Realize, Taboola’s powerful ad platform, reaching over 600 million daily active users across some of the best publishers in the world.Dianomi is a leading provider of digital advertising services to premium clients in the business, finance and lifestyle sectors. The company enables premium brands to deliver advertisements to a targeted audience on the desktop and mobile websites and mobile and tablet applications of premium publishers. Dianomi’s shares are admitted to trading on the London Stock Exchange’s AIM market.

The Davis Polk corporate team includes partner Will Pearce, counsel Joseph Scrace and associate Daniel Lindars. Partner Dominic Foulkes and associate Samantha Wilson are providing tax advice. Partner Matthew Yeowart and associate Andrzej O’Leary are providing antitrust and competition advice. Counsel Neil Sharpe and associate Harriet Jupp are providing executive compensation advice. All members of the Davis Polk team are based in the London office.