Zeta Global to Acquire LiveIntent in a Highly Accretive Transaction

Zeta Global, the AI-Powered Marketing Cloud, announced it has entered into an agreement to acquire LiveIntent. Founded in 2009, LiveIntent is a pioneer in people-based marketing, with proprietary technology powering mobile-centric experiences and first-party identity solutions to identify, unlock, engage, and monetize audiences across channels.

The addition of LiveIntent’s assets, publisher network, and channel capabilities will bolster the Zeta Marketing Platform and advance Zeta’s position in AI-powered marketing by:

1. Enhancing identity resolution capabilities. The acquisition integrates LiveIntent’s extensive identity graph—over 235 million unique hashed email addresses per month—into Zeta’s Data Cloud, significantly complementing Zeta’s identity resolution solutions. Authenticated and authoritative identity is the foundation of the Zeta Marketing Platform, and the addition of LiveIntent’s data assets expands Zeta’s scope while increasing the precision of its people-based marketing programs.
2. Expanding into publisher monetization. With the addition of LiveIntent’s 2,000+ premium publishers, including relationships with eight of the top 10 largest in the Comscore rankings, Zeta is entering the publisher monetization business. This paves the way for Zeta to launch a new product offering, the Publisher Cloud, creating a compelling closed-loop ecosystem that rivals the reach and targeting capabilities of walled gardens.
3. Elevating Zeta’s newly released mobile and retail media solutions. The acquisition accelerates Zeta’s recently launched mobile and retail media products, empowering marketers to unify identity across devices and channels, predict customer behavior, uncover hidden opportunities, and leverage AI in real time to activate intelligence-powered cross-channel campaigns that drive better outcomes. LiveIntent powers millions of mobile experiences per day and their recent entry into the retail media ecosystem aligns with Zeta’s strategy to deliver a more innovative set of offerings to retailers and brands.

“We are excited to welcome LiveIntent to Team Zeta as we continue to build out our position and sharpen our differentiation in AI-powered marketing,” said David A. Steinberg, Co-Founder, Chairman, and CEO of Zeta Global. “We have gotten to know the LiveIntent team through our work with them over the past five years and have seen firsthand the benefits of their core assets and experienced the impact of their platform. As more brands view first party data as a corporate asset, seek to make AI actionable, and move towards a single platform that powers more efficient and effective marketing across the customer lifecycle, this acquisition accelerates Zeta’s flywheel and positions the combined company to continue to grow faster than the market.”

Steinberg continued,

“Consistent with our focused and disciplined approach to M&A, LiveIntent meets all four of our cited M&A principles. Namely, it is a complementary platform we can seamlessly integrate into the Zeta Marketing Platform within six months. This acquisition is immediately accretive to earnings and priced at a highly attractive Adjusted EBITDA multiple of ~16x. We already have interest from Zeta customers in our largest verticals for cross selling opportunities, and we believe these synergies can accelerate LiveIntent’s growth while continuing Zeta’s strong organic growth rates. Bottom-line, we see our combined businesses driving long-term shareholder value and accruing significant benefits to our customers.”

“We’ve been extremely impressed with Zeta’s exceptional growth and proven ability to deliver real impact to their global customers,” said Matt Keiser, CEO of LiveIntent. “We share a relentless focus on innovation and an aim to make AI-powered marketing actionable. We are excited to work together to provide marketers and publishers with added capabilities to reach their customers through even more channels.”

Transaction Details

Pursuant to the definitive merger agreement, Zeta will purchase LiveIntent for a total consideration of $250 million, subject to customary adjustments, in the form of $77.5 million in cash-on-hand and $172.5 million in common stock at closing. The stock consideration is subject to a lockup and limitations on sale volume following the release.

The agreement also provides for a potential earnout of 50% cash and 50% stock tied to significant Adjusted EBITDA growth and sustained margin expansion targets in each of fiscal years 2025, 2026, and 2027. The maximum potential earn-out consideration is $25 million per year for each of the three years. Zeta has also agreed to issue $25 million in Performance Stock Units to the LiveIntent management team tied to certain performance and retention targets for fiscal years 2025, 2026, and 2027.

The transaction is expected to close in the fourth quarter of 2024 and is subject to customary closing conditions.

Advisors

Roth Capital Partners, LLC served as a transaction advisor to Zeta. Citigroup Global Markets Inc. served as capital markets advisor to Zeta. Latham & Watkins LLP served as legal advisors to Zeta Global. Houlihan Lokey served as financial advisor to LiveIntent. Lowenstein Sandler LLP served as legal advisor to LiveIntent.

Reaffirming 3Q’24 Guidance

Zeta also today reaffirmed its third quarter 2024 guidance as provided on September 4, 2024, including revenue of at least $255 million and Adjusted EBITDA of at least $50.2 million.

Conference Call Details

Zeta will host a conference call today, October 8 at 4:30 p.m. Eastern Time, to discuss this acquisition. A live webcast of the conference call and supporting materials can be accessed from the Company’s investor relations website https://investors.zetaglobal.com. A webcast replay will be available on the Company’s website for one year following the call.

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