Tiger Media Announces Agreement to Acquire Interactive Data, LLC
Tiger Media, Inc. (“Tiger Media” or the “Company”) (NYSE MKT: IDI), a Shanghai-based multi-platform media company, today announced that it has entered into a definitive agreement to acquire The Best One, Inc. (“TBO”), parent company of U.S.-based data solutions provider Interactive Data, LLC (“Interactive Data”) (the “Acquisition”). Interactive Data is headquartered in Atlanta, GA and has its primary technology office in Seattle, WA.
Interactive Data's recently expanded management team has been executing on an aggressive growth plan in a multi-billion dollar market of risk management and marketing data solutions. The Acquisition will give the integrated company a strong foothold in the data fusion industry with a management team that has helped mold the entire sector.
“As a founding shareholder of Tiger Media, Inc., I am enthusiastic to enter into the rapidly growing, multi-billion dollar industry of data fusion,” said Dr. Phillip Frost, CEO and Chairman of OPKO Health, Inc. (NYSE: OPK), and Tiger Media's largest beneficial owner. “The impressive track record of TBO's management team in building the dominant companies in this industry speaks for itself, and I believe this will be a major player in the space.”
Commenting on the Acquisition, Robert Fried, Chairman of Tiger Media stated, “We are excited to acquire TBO. We were looking for a U.S. partner who would also be able to expand our China operations. We believe this Acquisition with TBO will give our shareholders an excellent opportunity to realize increased value on their investment.”
TBO's executive leadership represents over half a century of combined experience in the industry and is led by Chairman Michael Brauser. An investor and operator in the data fusion market since its infancy, Mr. Brauser has built market leading companies with revenues totaling over $2 billion.
Chief Scientific Officer of TBO, Ole Poulsen, was primary systems architect of the data fusion industry's leading products. The products that Mr. Poulsen designed led to the sales of multiple companies totaling over $1 billion in the aggregate.
Under the terms of the merger agreement, current shareholders of Tiger Media and TBO will own approximately 34% and 66% of the combined company, respectively, following the Acquisition. Approximately 65% of the shares to be issued to TBO shareholders in the Acquisition will be non-voting preferred stock, and 30% of those shares will only be issued upon achievement of certain revenue targets. The Acquisition is expected to close in the first quarter of 2015, is subject to customary conditions to closing as detailed in the merger agreement, as well as the affirmative vote of a majority of the outstanding shares of Tiger Media entitled to vote.
In connection with the Acquisition, Tiger Media will be redomesticating as a Delaware company. The affirmative vote of 2/3 of the votes cast at the Tiger Media meeting will be required for domestication in Delaware. The structure of the transaction will be in the form of an acquisition with TBO merging into a wholly-owned subsidiary of Tiger Media, with the Tiger Media subsidiary as the surviving corporation that will now be headquartered in Atlanta, GA.
Following the Acquisition, Derek Dubner, CEO of TBO, will join Tiger Media as Co-CEO along with Peter Tan, current CEO of Tiger Media. Robert Fried will remain Chairman of the Board. Also, following the Acquisition, Derek Dubner and Daniel MacLachlan will join the Tiger Media Board, increasing the Tiger Media Board from five members to seven members.
Cassel Salpeter is acting as financial advisor and Akerman LLP is acting as legal counsel to Tiger Media. Nason Yeager is acting as legal counsel to TBO.
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