ION Acquisition Corporation 1 Limited
PROPOSED BUSINESS COMBINATION: Taboola
ENTERPRISE VALUE: $2.0 billion
ANTICIPATED SYMBOL: TBLA
ION Acquisition Corp. 1 Ltd. (NYSE:IACA) has entered into a definitive agreement to combine with digital ad firm Taboola that would value the combined entity at $2 billion.
Taboola provides digital advertising services for about 13,000 publishers, advertisers and brands with AI-driven recommendation banners on sites in the open web.
The combined company is expected to trade under the symbol “TBLA” upon the transaction’s close in the second quarter of 2021.
TRANSACTION
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.
PIPE
- An aggregate of 13,500,000 Taboola Ordinary Shares (the “PIPE Shares”) from Taboola at a price per share of $10.00, for gross proceeds to Taboola of $135,000,000
SECONDARY SHARE PURCHASE AGREEMENTS
- The Secondary Investors committed to purchase Taboola Ordinary Shares from certain shareholders of Taboola, and, under certain circumstances, from Taboola, at an aggregate of 15,120,000 Taboola Ordinary Shares (the “Secondary Shares”) at a price per share of $10.00, for gross proceeds of $151,200,000.
- In the event that the sum of the funds contained in ION’s trust account, after giving effect to the ION Shareholder Redemption and the payment of ION’s transaction costs, Taboola’s transaction costs and ION’s unpaid liabilities, plus the PIPE Investment is less than $200,000,000, then a portion of the Secondary Purchases in an amount equal to such shortfall would be reallocated to investments by institutional Secondary Investors into Taboola on a pro rata basis.
NOTABLE CONDITIONS TO CLOSING
- The funds contained in ION’s trust account (after giving effect to the ION Shareholder Redemption), together with the aggregate amount of proceeds from the purchase of Taboola Ordinary Shares by PIPE Investors and the purchase of Taboola Ordinary Shares from certain Taboola employees and institutional shareholders by Secondary Investors, equaling or exceeding $450,000,000.
NOTABLE CONDITIONS TO TERMINATION
- By either ION or Taboola if the closing of the Transactions has not occurred by June 25, 2021 (the “Outside Date”)
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.
MANAGEMENT & BOARD
Executive Officers
Gilad Shany, 43
Chief Executive Officer and Director
In 2018, Mr. Shany co-founded ION Crossover Partners Ltd., an Israeli-based crossover fund, where he currently serves as the Managing Partner. Prior to co-founding ION Crossover Partners, Mr. Shany served as General Partner of Magma Venture Partners. He previously served as Vice President of Baron Capital, where he gained over 10 years of experience investing in innovative growth companies in public and private markets. He led investments with various international companies, including Tesla Inc. (NASDAQ: TSLA), Mobileye NV (acquired by Intel $15.3BN), Mellanox Technologies (acquired by NVIDA $6.9BN), Varonis Systems Inc. (VRNS), Fiverr (FVRR) and Monday.com, among others. Prior to that Mr. Shany spent 14 years with the Israel Air Force and served as Head of Aerial Defense in the Israel Air Force from 2007 to 2008. Mr. Shany holds a B.S. degree in Physics, Astronomy and Philosophy from Tel Aviv University in Israel. Mr. Shany also holds an MBA from the Wharton School at the University of Pennsylvania in Philadelphia, Pennsylvania.
Avrom Gilbert, 46
President and Chief Operating Officer
Mr. Gilbert has over 20 years of business experience as an operational leader, startup founder and equities analyst. Since October 2018, Mr. Gilbert has served as the Chief Operating Officer of Coin Sciences Ltd., a blockchain technology company and serves on the Advisory Board of a number of high growth technology companies including later stage companies with annual revenue run-rates between $50MM and $100MM. Prior to joining Coin Sciences Ltd., Mr. Gilbert served as the Chief Operating Officer of Similar Web from 2015 to 2018. He previously served as the Chief Operating Officer of Seeking Alpha from November 2008 to August 2014, where he worked with the marketing, growth, business development and technology teams to help drive the growth of the company. In addition, he previously held roles as a venture capitalist and equities analyst at investment banks, including UBS and Flemings (now J.P. Morgan). Mr. Gilbert holds a B.A. in Natural Sciences from the University of Cambridge in England.
Anthony Reich, 56
Chief Financial Officer
Mr. Reich has over 30 years of finance and business development experience. He has served as the Chief Financial Officer and Compliance Officer of ION Asset Management Ltd., an Israeli-based fund manager for more than 14 years. Prior to joining ION, Mr. Reich served as an independent consultant in the telecommunications, hi-tech and software sectors from 2000 to 2006. He previously held several key finance and business development roles at Cable & Wireless in London and Israel from 1990 to 2000. Mr. Reich holds a Bachelor of Commerce degree, a Graduate Diploma in Accounting and an Honours degree in Information Systems, all from the University of Cape Town in South Africa. He is a member of the South African Institute of Chartered Accountants.
Board of Directors
Jonathan Kolber, 58
Chairman of the Board
Mr. Kolber has extensive experience across the technology ecosystem in Israel and has served as Chairman, CEO and Director of over 80 public and private companies in Israel and North America. Mr. Kolber currently divides his time between managing his family office in Canada and serving as a Partner and Senior Advisor of Viola Growth, a technology buyout and growth capital (an affiliate of the Viola Group which has over $3.0BN under management and where he served as a General Partner of Viola Growth from 2008 to 2018). Additionally, Mr. Kolber is currently the Chairman of the board of ION Asset Management Ltd., an Israeli investment management group, and Panaxia Pharmaceutical Industries Ltd. He also sits on the board of Itamar Medical Ltd. (NASDAQ: ITMR), Optimax Ltd (both Viola Group portfolio companies) and on the board of Fiverr International Ltd (NYSE: FVRR) Ltd. Mr. Kolber is an active angel investor and has invested in numerous Israeli tech companies including Eyeclick, ViTrainer, REAL, and MoonActive. In 1998, Mr. Kolber became CEO of Koor Industries (NYSE: KOR), one of Israel’s largest conglomerates, leading multiple mergers, acquisitions and divestitures including the sale of Telrad’s public switching systems to Nortel Networks; acquisition of multiple companies for Makhteshim-Agan Chemicals; and the sale of Elisra to Elbit. He also led the privatization of Tadiran and subsequent sale of its subsidiaries to numerous PE and industry buyers, and the sale of Sheraton Israel while CEO of Koor Industries. Prior to that, working with the Canadian Bronfman family, Mr. Kolber founded and managed Claridge Israel from 1986 to1998. For many years, Claridge Israel was the largest foreign private equity firm in Israel, having made a series of highly successful investments in Teva Pharmaceuticals (NYSE: TEVA), ECI Telecom (NASDAQ: ECI), Osem (TASE: OSEM) and Optrotech (NASDAQ: ORBK). Mr. Kolber holds a B.A. in Near Eastern Language and Literature from Harvard University in Cambridge, Massachusetts.
Gabi Seligsohn, 54
Director
Mr. Seligsohn has served as a board member of Radware since May 2020, PubPlus since August 2019 and DSP Group since July 2013. In addition, Mr. Seligsohn has served as a board member of Kornit Digital (NASDAQ: NVMI), a technology company specializing in digital printing on textiles, since March 2015. Mr. Seligsohn led Kornit’s successful IPO in 2015 while serving as Kornit’s Chief Executive Officer from April 2014 until August 2018. During his tenure, Kornit grew from a successful startup with revenues of $50MM to a highly profitable company with revenues of approximately $150MM. Prior to that, Mr. Seligsohn served as the President and Chief Executive Officer of Nova Measuring Instruments Ltd. (NASDAQ: NVMI), or Nova, a designer, developer and producer of optical metrology solutions, from August 2006 to August 2014. In 2010, Mr. Seligsohn was voted Chief Executive Officer of the year by the Israeli Institute of Management for hi-tech industries in the large company category. Mr. Seligsohn holds an LL.B. from the University of Reading in England.
Rinat Gazit, 51
Director
Ms. Gazit has over 20 years of experience in private equity investments, mergers and acquisitions and international capital markets. Since 2015, she has served as head of mergers and acquisitions at Ormat Technologies Inc. (NYSE: ORA). While at Ormat, Ms. Gazit gained broad international experience working with large international investment groups on large cross-border transactions in the natural resources, renewable energy, water, technology and homeland security sectors. Prior to that, Ms. Gazit served as a vice president at Poalim Capital Markets from January 2008 to February 2010. Over the past 12 years, Ms. Gazit has also served as a board member for several public and private companies including Delta Galil Industries Ltd., Excellence Investment House Ltd., Mellisron Ltd., Ratio Petroleum, Aeronautics Ltd. and companies affiliated with the Caesarea Edmond Benjamin de Rothschild Development Asset Corp. Ms. Gazit holds an MSc. from the Coller School of Management — Leon Recanati Graduate School of Business Administration at Tel Aviv University in Israel and a B.A. in Political Science and B.A. in Sociology and Anthropology from Haifa University in Israel.
Lior Shemesh, 50
Director
Mr. Shemesh has served as Chief Financial Officer at Wix since March 2013. Since July 2012, Mr. Shemesh has served as a member of the board of directors, compensation committee and financial statements committee, as well as chairman of the audit committee of Aspen Group Ltd., a real estate company traded on the Tel-Aviv Stock Exchange. From December 2010 to January 2013, he served as Chief Financial Officer at Alvarion Ltd., a provider of optimized wireless broadband solutions. From October 2008 to December 2010 he served as Alvarion’s Vice President of Finance. From May 2003 to October 2008, Mr. Shemesh served as Vice President of Finance at Veraz Networks Inc., a provider of softswitch, media gateway and digital compression solutions. Prior to this, Mr. Shemesh served as Controller, and later as Associate Vice President of Finance of the Broadband division, for ECI Telecom Ltd., a network infrastructure provider. Mr. Shemesh holds a B.A. in Accounting and Economics and an MBA from Bar-Ilan University in Israel.