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Taboola and Outbrain to Merge to Create Meaningful Advertising Competitor to Facebook and Google

          Taboola and Outbrain to Merge to Create Meaningful Advertising Competitor to Facebook and Google Combined Company Will Reach Nearly 2 Billion People a Month, Supporting Journalism Around the World Companies to Merge in a Cash and Stock Transaction

          Taboola and Outbrain, two digital advertising platforms, today announced that they have entered into an agreement to merge, subject to customary closing conditions. Both companies' Boards of Directors have approved the transaction. The combined company will provide enhanced advertising efficacy and reach to marketers worldwide, while helping news organizations and other digital properties more effectively find growth in the years to come.
          "Over the past decade, I've admired Outbrain and the innovation that Yaron Galai, Ori Lahav and the rest of the Outbrain team have brought to the marketplace. By joining forces, we'll be able to create a more robust competitor to Facebook and Google, giving advertisers a more meaningful choice," said Adam Singolda, Founder & CEO of Taboola. According to eMarketer, almost 70% of total U.S. digital advertising revenue in 2019 is controlled by only three companies—Google, Facebook and Amazon. "We're passionate about driving growth for our customers and supporting the open web, which we consider critical in a world where walled gardens are strong, and perhaps too strong. Working together, we will continue investing to better connect advertising dollars with local and national news organizations, strengthening journalism over the next decade. This is why we're merging; this is our mission."
          "We are excited to partner with Taboola. Both Outbrain and Taboola have a shared mission and vision of supporting quality journalism globally and delivering meaningful value to the open web marketplace," said Yaron Galai, co-Founder and co-CEO of Outbrain. "Ori and I had a vision of helping people discover quality content online, and we see a tremendous opportunity in joining forces in order to bring the next wave of innovation to our publisher partners and advertisers. I'm confident that together, we will be able to further our mission, which we call our Lighthouse, of bringing the best, most trustworthy content discovery capabilities to users around the world."
          Upon closing, Adam Singolda, the Founder and current CEO of Taboola, will assume the CEO position of the combined company, which will operate under the Taboola brand name, with branding to be determined and to reflect the merger of the two companies. Under the terms of the merger agreement Outbrain shareholders will receive shares representing 30% of the combined company plus $250 million of cash. The Board of Directors of the combined company will consist of current Taboola and Outbrain Management and Board members. Eldad Maniv, President & COO of Taboola and David Kostman, co-CEO of Outbrain will work closely together on managing all aspects of the post-merger integration. Yaron Galai will remain committed to the success of the combined company, and actively assist with the transition for the 12 months following the closing.
          "We are fortunate to have great talent at both Outbrain and Taboola," said Eldad Maniv. "As soon as the merger closes, we will work to integrate teams, technologies and infrastructures so we can quickly accelerate growth across all dimensions. We have set aggressive goals for bringing value to our customers, driving technology innovation and delivering financial results to our shareholders through increased efficacy and innovation. By working with David and the Outbrain team, I'm confident we can achieve them."
"For over 10 years, each company has built incredibly powerful solutions that have helped tens of thousands of publishers and advertisers thrive," said David Kostman. "I look forward to working together with Eldad and his team to bring together the best of each company's technology, product and business expertise to build a compelling global open web alternative to Google and Facebook."
          The combined company will have over 2,000 employees across 23 offices, serving over 20,000 clients in more than 50 countries across the North America, Latin America, Europe, Middle East and Asia-Pacific regions.
          Compelling Strategic and Financial Rationale for the Merger
          Key strategic benefits of the merger include:
          1. Increased Advertiser Choice: The combined company will be able to provide advertisers, from small businesses to global brands, with a meaningful competitive alternative to Google and Facebook—the companies currently known as the "Duopoly" that command the vast majority of digital ad spend.
          2. Greater Advertising Efficiency: A unified and consolidated buying platform will provide advertisers with greater efficiencies, helping them reach their awareness, consideration and conversion goals.
          3. Higher Revenue and User Engagement to Publishers, Mobile Carriers and Mobile OEMs: Through increased investment in technology and expanded reach, the combined platform will be able to increase revenue to publishers, mobile carriers and device manufacturers, and drive better user engagement.
          4. Accelerated Innovation: By combining two of the strongest data science and AI teams in the industry, and by accelerating investment in R&D, the company will be able to better address the evolving needs of its partners and customers.
          5. Better Consumer Experience: Increasingly, Taboola's and Outbrain's solutions are embraced directly by consumers to help them discover what's interesting and new, at moments when they're ready to explore. For example, Taboola News is now embedded in over 60 million Android devices worldwide. The combined company will be able to accelerate the development of such innovative solutions, improving people's ability to enjoy quality journalism.

          Representation
          J.P. Morgan Securities LLC acted as exclusive financial advisor to Taboola. Meitar Liquornik Geva Leshem Tal Law Offices and Davis Polk & Wardwell LLP acted as legal counsel to Taboola. Taboola was also supported by Citigroup Global Markets Inc.; Goldman, Sachs & Co. acted as financial advisor to Outbrain, and Meitar Liquornik Geva Leshem Tal Law Offices, White & Case LLP and Wilson Sonsini Goodrich & Rosati acted as legal counsel to Outbrain.
About Taboola
          Taboola helps people discover what's interesting and new. The company's platform and suite of products, powered by deep learning and the largest dataset of content consumption patterns on the open web, is used by over 20,000 companies to reach over 1.4 billion people each month. Advertisers use Taboola to reach their target audience when they're most receptive to new messages, products and services. Digital properties, including publishers, mobile carriers and handset manufacturers, use Taboola to drive audience monetization and engagement. Some of the most innovative digital properties in the world have strong relationships with Taboola, including CNBC, NBC News, USA TODAY, BILD, Sankei, Huffington Post, Microsoft, Business Insider, The Independent, El Mundo, and Le Figaro. The company is headquartered in New York City with offices in 15 cities worldwide.
          About Outbrain
          Outbrain creates meaningful and trustworthy connections between people, publishers and marketers. The firm's native advertising technology is used by thousands of marketers worldwide, reaching over 1.2 billion people monthly. Outbrain partners with some of the world's most recognized content providers to help them grow their advertising revenue, including CNN, BBC, The Washington Post, The Guardian, Spiegel Online, El País and Sky News. The company is headquartered in New York with offices in 18 cities worldwide.
          Forward Looking Statements
          This press release contains certain "forward-looking statements" within the meaning of the "safe harbor" provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "target," "believe," "expect," "will," "may," "anticipate," "estimate," "would," "positioned," "future," and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this press release regarding the proposed business combination, including the benefits of the proposed business combination and the expected management and governance of the combined company, and the expected timing of the proposed transactions contemplated by the definitive agreement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Taboola and Outbrain managements' current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event that could give rise to the termination of the agreement with respect to the business combination; (2) the inability to complete the business combination due to the failure to obtain approval of stockholders or to satisfy other conditions to closing in the agreement; (3) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (4) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with third parties and partners, and retain its management and key employees; (5) costs related to the business combination; and(6) the possibility that the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors.
Notice
          This press release is not an offer of securities for sale in the United States, and the securities that will be issued in this transaction will not be offered or sold in the United States absent registration or an exemption from registration. Taboola does not intend to issue any securities in the transaction by means of a public offering in the United States, but any public offering of securities to be made in the United States would be made by means of a prospectus that may be obtained from the issuer that would contain detailed information about the company and management, as well as financial statements.