Jumptap to be Acquired by Millennial Media
Keating Capital, Inc. (Nasdaq: KIPO) (www.KeatingCapital.com), a pre-IPO investor and a business development company, announced that, on August 13, 2013, Jumptap, Inc. signed a definitive merger agreement to be acquired by Millennial Media, Inc. (NYSE: MM) in a predominantly stock transaction. According to Millennial Media, based on its closing share price on August 9, 2013, Jumptap stockholders will receive shares of Millennial Media common stock representing approximately 22.5% of the pro forma ownership post transaction, and valuing the transaction at approximately $225 million.
Jumptap is a mobile advertising network and data platform that helps global brands target, place and track advertising on mobile phones and tablets. Jumptap utilizes its proprietary targeting technology, industry partnerships and third-party data to optimize mobile advertising campaigns by identifying and targeting the most relevant mobile audiences. The Jumptap - Millennial Media combination and the related collaboration opportunities position the business as the leading global mobile platform in the fast-growing mobile ad market.
Keating Capital invested $5.0 million in Jumptap's Series G convertible preferred stock on June 29, 2012. Based on the rights and preferences of the Series G preferred stock, at the closing of the merger, Keating Capital will receive shares of Millennial Media's common stock with a value of $8.75 million based on a five-day average closing price of Millennial Media's stock prior to the closing. Accordingly, the actual number of shares to be received by Keating Capital will be determined at closing and will be equal to $8.75 million divided by the five-day average closing price prior to the closing. However, pursuant to the terms of the merger agreement, approximately 10% of the shares of Millennial Media's common stock to be received by Keating Capital will be held in escrow for a one-year period following the closing as partial security for potential stockholder indemnification obligations.
The shares of Millennial Media's common stock received by Keating Capital at the closing will be subject to certain contractual lockup restrictions. Accordingly, Keating Capital may not sell any shares of Millennial Media common stock for the initial 90-day period following the closing, but may sell up to 1/3 of its shares during the second 90-day period after the closing. All lockup restrictions will expire on the 180th day following the closing. The ultimate value that Keating Capital will be able to realize on its Jumptap investment will depend on the actual trading price of Millennial Media's common stock when it disposes of its shares following these lockup periods.
The merger is expected to be completed in the fourth quarter of 2013. However, the closing of the merger is subject to the satisfaction of various customary closing conditions, including approval by Millennial Media's stockholders and certain regulatory approvals. Keating Capital can give no assurances that the merger transaction will be completed, and even if completed, when it may be completed.
Assuming the merger is completed, Keating Capital's investment in Jumptap will represent the sixth portfolio company (out of a total of 20 portfolio company investments) to have completed an IPO or sale transaction since Keating Capital's initial portfolio company investment in January 2010.
About Keating Capital, Inc.
Keating Capital is a business development company that specializes in making pre-IPO investments in emerging growth companies that are committed to and capable of becoming public. We provide investors with the ability to participate in a unique fund that allows our stockholders to share in the potential value accretion that we believe typically occurs once a company transforms from private to public status. Keating Capital's shares are listed on Nasdaq under the ticker symbol “KIPO.”
To be added to Keating Capital's email distribution list to receive quarterly newsletters and other announcements, go to www.KeatingCapital.com/contact.
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