M&A - Innovid Corp.

Form Type: POS AM

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000114036125005353

Filing Summary: Innovid Corp. is filing a post-effective amendment to deregister all securities that were registered but unsold or unissued under the Registration Statement on Form S-3 (No. 333-261784). This comes after the effective merger between Innovid Corp. and Ignite Merger Sub, Inc. on February 13, 2025. The merger agreement was established on November 21, 2024, involving Mediaocean LLC as the parent company. The registration originally included shares of common stock and warrants to purchase shares, all of which are now being terminated as a result of the merger. The amendment was filed following a request for withdrawal on February 14, 2025, indicating securities may have been offered or sold under the registration. The document indicates that with the termination of the offering, Innovid is now removing all unsold or unissued securities from registration, consistent with commitments made in the original registration.

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Form Type: RW

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125004910

Filing Summary: Innovid Corp. has submitted a request for the withdrawal of their Registration Statement on Form S-3, which was initially filed on May 19, 2023, and made effective on May 26, 2023. This withdrawal is requested under Rule 477 of the Securities Act of 1933. The request follows the completion of a merger on February 13, 2025, under an Agreement and Plan of Merger dated November 21, 2024, with Mediaocean LLC and Ignite Merger Sub, Inc. as part of the transaction. The merger resulted in Merger Sub merging with Innovid, with Innovid continuing as the surviving corporation and becoming a wholly-owned subsidiary of Mediaocean LLC. Additionally, Innovid Corp. has indicated that no securities will be offered or sold pursuant to the Registration Statement and is requesting that any fees associated with the registration be credited for future use by the Parent or its affiliates.

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Form Type: S-8 POS

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000114036125004909

Filing Summary: Innovid Corp. has filed a Post-Effective Amendment to its Form S-8 Registration Statement to deregister unsold or unissued securities as a result of its merger with Mediaocean LLC, effective February 13, 2025. The merger agreement was executed on November 21, 2024. The registration statement originally included 40,000,000 shares under the Innovid Corp. 2021 Omnibus Incentive Plan, 6,500,000 shares under the 2021 Employee Stock Purchase Plan, and 11,389,321 shares under the Global Share Incentive Plan. Consequently, the company is terminating the offering of these securities, and the registration statement will be amended accordingly to reflect this deregistration.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000114036125004373

Filing Summary: On February 13, 2025, Innovid Corp. completed a merger with Mediaocean LLC and Ignite Merger Sub, Inc., whereby Merger Sub merged with Innovid Corp., which continues as the surviving corporation and is now a wholly owned subsidiary of Mediaocean. In connection with this merger, all outstanding loans under a prior loan agreement were fully repaid, and multiple equity compensation plans, including the 2021 Omnibus Incentive Plan, were terminated. As a result of the merger, each share of Innovid Common Stock was converted into cash at a price of $3.15 per share. The common stock and warrants of Innovid were suspended from trading on the New York Stock Exchange, with intentions to deregister under Section 12(g) of the Exchange Act. Following the merger, the Company also amended its certificate of incorporation and bylaws to reflect the changes in control. Additionally, it was noted that Anthony Callini will remain with the company during a transition period as part of a termination agreement following the merger.

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Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000114036125003854

Filing Summary: On February 11, 2025, Innovid Corp. held a special meeting of stockholders to consider proposals related to a Merger Agreement dated November 21, 2024, between Innovid Corp., Mediaocean LLC, and Ignite Merger Sub, Inc. The agreement outlines a merger where Merger Sub will merge into Innovid, with Innovid continuing as a subsidiary of Mediaocean. At the Special Meeting, 112,853,038 shares, approximately 74.78% of the total shares, were represented. Proposal No. 1, to adopt the Merger Agreement, received 112,686,234 votes for, ensuring its approval. Proposal No. 2, regarding potential adjournment for additional proxy solicitation, was not necessary as it received sufficient votes against.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002906

Filing Summary: On February 3, 2025, Innovid Corp. filed a current report on Form 8-K regarding its proposed merger with Mediaocean LLC and Ignite Merger Sub, Inc. Following the filing of a definitive proxy statement on December 23, 2024 related to a special meeting of stockholders set for February 11, 2025, the report details the Merger Agreement signed on November 21, 2024. Under the agreement, Ignite Merger Sub will merge into Innovid, with Innovid continuing as the surviving corporation. Additionally, Innovid is addressing several demand letters and stockholder actions alleging deficiencies in the proxy statement regarding the merger. These actions assert claims of negligence and seek to prevent the consummation of the merger. Innovid believes the claims are without merit and that the disclosures made comply with legal standards. The report includes a cautionary statement regarding forward-looking statements related to the merger's outcomes, potential litigation, and business impacts. It also discloses details about the fairness opinion received from financial advisers and the rationale behind the merger decision. Notably, the Innovid Board opted against additional outreach to potential acquirors based on perceived risks and the premium offered by the acquiring entity.

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Form Type: DEFA14A

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125002908

Filing Summary: Innovid Corp. has filed a definitive proxy statement relating to a special stockholder meeting to be held on February 11, 2025, to adopt a Merger Agreement with Mediaocean LLC and Ignite Merger Sub, Inc., which entails Innovid merging with Ignite, with Innovid continuing as the surviving entity. The filing includes supplemental disclosures to address litigation risks, including demands and lawsuits alleging disclosure deficiencies in the proxy statement. Innovid asserts that these allegations are without merit and believes necessary disclosures comply with the law. The document outlines the process leading to the merger, emphasizing the Innovid Board's rationale for not seeking other potential acquirors and reviewing the fairness of the proposed transaction. It discusses the process of evaluating the merger terms, estimated financial impacts, and the necessary disclosures in light of stockholder concerns. The filing calls for stockholder support for the merger proposal and highlights potential risks and uncertainties related to the merger.

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Form Type: DEFM14A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000684

Filing Summary: Innovid Corp. has filed a definitive proxy statement regarding a special meeting of stockholders scheduled for February 11, 2025, to consider a proposed merger with Mediaocean LLC. The merger agreement, dated November 21, 2024, details that Ignite Merger Sub, a wholly owned subsidiary of Mediaocean, will merge with Innovid, resulting in Innovid becoming a wholly owned subsidiary of Mediaocean. Under the terms of the merger, each outstanding share of Innovid common stock will be converted into the right to receive $3.15 in cash, which represents approximately a 94% premium over Innovid's last trading price prior to the announcement of the merger. The Innovid Board unanimously supports the merger and recommends stockholders vote in favor. The meeting will address the adoption of the merger agreement and the potential adjournment to solicit additional votes if necessary. Stockholders as of the record date of January 2, 2025, are eligible to vote, and those who do not vote will be counted as voting against the merger. Appraisal rights for dissenting stockholders are also mentioned, allowing eligible stockholders to demand a fair valuation of their shares.

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Form Type: PREM14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000114036124050156

Filing Summary: Innovid Corp. has filed a preliminary proxy statement for the purpose of soliciting stockholder votes regarding a proposed merger with Mediaocean LLC. The merger, set under the Agreement and Plan of Merger dated November 21, 2024, involves a merger subtype where Innovid will merge with Ignite Merger Sub, Inc., a wholly owned subsidiary of Mediaocean, with Innovid remaining as a wholly owned subsidiary of Mediaocean following the merger. Each share of Innovid’s common stock will be converted into cash at a price of $3.15 per share at the effective time of the merger, which represents a significant premium from previous trading values. The Innovid Board has unanimously recommended that stockholders vote in favor of the merger and to approve the adjournment of the Special Meeting if necessary. Details regarding the voting process, proxy instructions, and the importance of stockholder participation are included.

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