Transaction Unites Complementary Omnichannel
Retail and Technology Companies to Drive Enhanced Results for
Retail and Advertising Partners
Quotient Technology Inc. (NYSE: QUOT) (“Quotient”), a digital
promotions and media technology company, and Neptune Retail
Solutions (“Neptune”), an omnichannel retail marketing company with
a network of in-store and digital solutions, today announced that
they have signed a definitive agreement to combine through
Neptune’s all-cash acquisition of Quotient. Charlesbank Capital
Partners (“Charlesbank”), a private investment firm and current
majority investor of Neptune, will be the majority investor of the
combined company. Neptune’s CEO William E. Redmond, Jr. (Bill
Redmond) will be CEO of the combined Neptune/Quotient business.
The transaction, which has an aggregate equity value of
approximately $430 million, has been approved by Quotient’s Board
of Directors (the “Board”), and represents the culmination of a
comprehensive review process undertaken by the Board to maximize
shareholder value. Under the terms of the agreement, Quotient’s
shareholders will receive $4.00 per share in cash, representing a
premium of approximately 36.0% to Quotient’s 30-day volume weighted
average price as of the most recent market close on June 16,
2023.
“We are pleased to enter into this transaction with Neptune and
Charlesbank, which will deliver compelling, immediate and certain
value to shareholders, while positioning Quotient to continue
meeting the needs of its customers,” said Robert McDonald, Chair of
Quotient. “The Board undertook a thorough review of the Company’s
standalone growth prospects and opportunities to maximize
shareholder value, and we are confident this transaction achieves
that objective and is the optimal path forward for our
shareholders.”
The combination of Quotient and Neptune brings together
Quotient’s innovative technology platform, extensive digital
promotions retail network, and proprietary data with Neptune’s
broad in-store network and deep data-driven shopper marketing
insights across in-store and print media.
“Today’s announcement is an exciting next step in our journey in
the growing retail media industry and enables us to create more
scale as a combined company,” said Matt Krepsik, CEO of Quotient.
“Neptune and Charlesbank are ideal partners for Quotient, and we
look forward to entering into this new chapter.”
Bill Redmond, CEO of Neptune, said, “We are thrilled with the
transaction and plan to seamlessly integrate Quotient’s team,
product suite, and retail partners with Neptune’s omnichannel
network. The combination further advances our proven commitment to
retailers and advertisers to drive profitable, incremental, and
measurable growth, while deepening relationships with and value for
consumers.”
“Quotient's merger into Neptune unites two retail marketing
innovators and represents a milestone that builds on our successful
May 2020 carve-out of News America Marketing, and the
transformative operational focus and growth spearheaded by Bill
Redmond that created Neptune as it exists today,” said Brandon
White, Managing Director of Charlesbank. Added David Katz, Managing
Director of Charlesbank, “We are excited to work with Bill and the
combined Neptune and Quotient teams to create further value for our
advertising and retail customers and foster innovative omnichannel
growth.”
The transaction is expected to close in the second half of 2023,
subject to customary closing conditions, including approval by a
majority of Quotient shareholders and regulatory review. The
transaction is not subject to any financing conditions. Quotient
will cease to be a publicly traded company upon completion of the
transaction.
Engaged Capital, LLC, which owns approximately 8.2% of the
outstanding shares of Quotient’s common stock and entered into a
second cooperation agreement with Quotient in June 2023, has
entered into a voting agreement with Quotient to vote their shares
in favor of the transaction.
"This transaction maximizes shareholders’ risk-adjusted returns
and provides shareholders immediate cash value. We believe it is in
the best interest of Quotient shareholders and are pleased to
support the acquisition," said Glenn W. Welling, Founder and Chief
Investment Officer of Engaged Capital.
Advisors
Houlihan Lokey is serving as financial advisor to Quotient, and
Paul Hastings LLP is acting as legal counsel.
PJT Partners is serving as financial advisor to Neptune, and
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ropes &
Gray LLP are acting as legal counsel.
About Quotient
Quotient Technology (NYSE: QUOT) is a leading digital promotions
and media technology company for advertisers, retailers and
consumers. Quotient’s omnichannel platform is powered by exclusive
consumer spending data, location intelligence and purchase intent
data to reach millions of shoppers daily and deliver measurable,
incremental sales.
Quotient partners with leading advertisers, publishers and
retailers, including Clorox, Procter & Gamble, Unilever, CVS,
Dollar General, Ahold Delhaize USA, Amazon and Microsoft. Quotient
is headquartered in Salt Lake City, Utah, and has offices across
the US as well as in Bangalore, Paris, London and Tel Aviv. For
more information, visit www.quotient.com.
Quotient and the Quotient logo are trademarks or registered
trademarks of Quotient Technology Inc. and its subsidiaries in the
United States and other countries. Other marks are the property of
their respective owners.
About Neptune Retail Solutions
Neptune Retail Solutions is a leading omnichannel retail
marketing company in the US & Canada that delivers profitable
growth for retailers and brands. The Neptune platform includes
in-store marketing rights in North America’s largest grocery,
dollar and drugstores, including Ahold, Albertson’s, CVS, Family
Dollar, Kroger, Loblaws, Publix, Rite-Aid, SEG, and Walgreens, and
deterministic first party shopper data, generated from the
company’s owned and operated cashback app, Checkout 51, capturing
first party shopping data via receipt scans from key retail
locations across the US and Canada including Walmart, Target,
Costco, and the retailers noted above. For more information, visit
www.neptuneretailsolutions.com.
About Charlesbank Capital Partners
Based in Boston and New York, Charlesbank Capital Partners is a
middle-market private investment firm with more than $15 billion of
capital raised since inception. Charlesbank focuses on
management-led buyouts and growth capital financings, and also
engages in opportunistic credit and technology investments. The
firm seeks to build companies with sustainable competitive
advantage and excellent prospects for growth. For more information,
visit www.charlesbank.com.
Additional Information and Where to Find It
In connection with the proposed transaction, Quotient intends to
file a proxy statement on Schedule 14A with the Securities and
Exchange Commission (“SEC”). Promptly after filing its definitive
proxy statement with the SEC, Quotient intends to mail the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed
transaction. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE COMPANY’S PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE TRANSACTION THAT QUOTIENT FILES WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders
may obtain a copy of the preliminary proxy statement with respect
to the proposed transaction, the definitive proxy statement with
respect to the proposed transaction, any amendments or supplements
to the definitive proxy statement and other documents filed by
Quotient with the SEC at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge in the “SEC
Filings” section of the Company’s Investor Relations website at
https://investors.quotient.com or by contacting the Company’s
Investor Relations Department at ir@quotient.com, as soon as
reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC.
Certain Information Regarding Participants to the
Solicitation
The Company, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from the Company’s stockholders with respect to the proposed
transaction. Information regarding the direct and indirect
interests, by security holdings or otherwise, of the Company’s
directors and executive officers in the Company is included in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2022, filed with the SEC on March 16, 2023, as amended in a
Form 10-K/A Amendment No. 1 filed with the SEC on April 28, 2023.
Changes to the direct or indirect interests of the Company’s
directors and executive officers are set forth in SEC filings on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4. These documents are available
free of charge as described above. Updated information regarding
the identities of potential participants and their direct or
indirect interests, by security holdings or otherwise, in the
Company will be set forth in the proxy statement for the Company’s
2023 Annual Meeting, the proxy statement in connection with the
proposed transaction and other relevant documents to be filed with
the SEC, if and when they become available.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements provide current expectations of future
events based on certain assumptions and include any statement that
does not directly relate to any historical or current fact. Actual
events may differ significantly from expectations due to various
risks and uncertainties including, but not limited to, the ability
of Quotient to obtain stockholder or regulatory approvals required
to consummate the proposed transaction; the satisfaction or waiver
of other conditions to closing in the definitive agreement for the
proposed transaction; unanticipated difficulties or expenditures
relating to the proposed transaction; the response of customers and
business partners to the announcement of the proposed transaction;
potential difficulties in employee retention as a result of the
proposed transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed transaction; the outcome of legal proceedings that may be
instituted against Quotient, its directors and others related to
the proposed transaction; difficulties integrating the Quotient
business into the NRS business or other challenges to achieve the
expected benefits of the transaction; and the factors described in
the Risk Factors section of Quotient’s most recently filed Annual
Report on Form 10-K for the year ended December 31, 2022 filed with
the SEC on March 16, 2023, as amended in a Form 10-K/A Amendment
No. 1 filed with the SEC on April 28, 2023, Quotient’s most
recently filed Quarterly Report on Form 10-Q for the quarter ended
March 31, 2023 filed with the SEC on May 9, 2023 and as from time
to time updated in Quotient’s Quarterly Reports on Form 10-Q. These
documents are available in the “SEC Filings” section of Quotient’s
Investor Relations website at https://investors.quotient.com. You
are cautioned not to place undue reliance on Quotient’s
forward-looking statements, which speak only as of the date of this
communication. Except as required by law, the Company undertakes no
obligation to update any forward-looking statement to reflect
events, new information or circumstances occurring after the date
of this communication.
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version on businesswire.com: https://www.businesswire.com/news/home/20230620960536/en/
Investor Relations: Drew Haroldson The Blueshirt Group
for Quotient ir@quotient.com
Media: Adam Pollack / Charlotte Burch Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449
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