European media giant RTL Group reached a deal to sells SpotX, its U.S. ad-tech subsidiary, to Magnite for $1.17 billion in cash and stock.
Magnite said that with the acquisition of SpotX, the combined entity will “create the largest independent [connected TV] and video advertising platform in the programmatic marketplace.”
The sale of SpotX to L.A.-based Magnite, which bills itself as the industry’s largest independent sell-side advertising platform, is expected to close in the second quarter subject to subject to regulatory approvals and other usual closing conditions.
“The sale of SpotX is fully in line with our strategy to concentrate on growing our European digital businesses in streaming, advertising technology, digital video and audio as well as our global content business, Fremantle,” RTL Group CEO Thomas Rabe said in a statement.
According to Magnite, on a combined basis with SpotX, its CTV business would have nearly tripled revenue to $42 million in the fourth quarter of 2020 versus Magnite standalone, representing 34% of Q4 2020 preliminary non-GAAP pro forma net revenue. Magnite said it is aiming to save more than $35 million in run-rate operating cost synergies through the SpotX deal, with more than half of that realized within the first year of combined operations.
“Sellers have been looking for a scaled independent alternative to the giant companies who dominate the CTV marketplace,” Michael Barrett, Magnite’s president and CEO, said in a statement. “The combination of Magnite and SpotX will make this a reality by bringing together the best CTV technologies and teams at a critical time.”
The SpotX sale price comprises $560 million (€468 million) in cash and 14.0 million shares of Magnite stock. Magnite plans to finance the transaction with cash on hand, the shares issued to RTL Group and committed financing from Goldman Sachs.
“As CTV flourishes and the media industry continues to turn to programmatic, there is a huge opportunity for an independent scaled company to offer the single most comprehensive technology in the market,” said Mike Shehan, Co-Founder and CEO at SpotX. “We built SpotX with the mission of becoming the leading global video advertising platform, and our goal is now coming to fruition with Magnite. I am thrilled about what we will achieve together.”
RTL Group acquired a 65% stake in SpotX for €107 million in 2014 and bought full ownership of SpotX in 2017 by acquiring the remaining shares for €123 million (which gave SpotX an enterprise value of $404 million at the time, according to the companies).
SpotX customers include A+E Networks, Crackle Plus, the CW Network, Dentsu CCI, Discovery, Electronic Arts, Fox Corporation, FuboTV, Gannett, Microsoft, Newsy, ViacomCBS’s Pluto TV, Roku, Sling TV, and Vudu. In the US, SpotX works with nearly all major OTT stakeholders and reaches 4 out of 5 viewers of ad-supported CTV, or 50 million households. The company is based in Denver with 10 offices across the U.S. and around the world.
For RTL, advertising technology “remains a strategic priority,” according to Rabe. The company has two ad-tech divisions: Smartclip, part of Mediengruppe RTL Deutschland, a provider of digital video and TV advertising solutions; and U.K.-based video technology company Yospace, which RTL acquired in 2019, which operates a server-side dynamic ad insertion platform for serving targeted, personalized advertising.
Goldman Sachs and LUMA Partners acted as financial advisors to Magnite. Gibson Dunn provided legal counsel to Magnite. For RTL Group, JP Morgan Securities acted as financial adviser and Davis Polk & Wardwell was legal counsel on the transaction.
Separately, last fall RTL Group sold stake in digital media and tech company BroadbandTV for $120 million as BBTV launched an IPO.