Further to the announcement made by All Active Asset Capital Limited (“AAA”) on 19 July 2021 regarding a possible offer to be made by AAA for Audioboom (the “Possible Offer”), a fter consideration of the Possible Offer with its advisers, the Independent Directors of Audioboom* have decided to reject the Possible Offer for the following reasons:
The Independent Directors believe that the Possible Offer significantly undervalues the Audioboom business, its progress and potential to capitalise on its market position to generate value for the Company’s shareholders. This progress was most recently demonstrated in the Company’s unaudited half-year results for the six months ended 30 June 2021, announced on 20 July 2021, which highlighted the record US$22.8 million of revenue generated by Audioboom in that period, up 93% on the comparable period in 2020 (US$11.8 million).
Possible Offer structure
The Independent Directors do not believe that the Possible Offer structure is attractive. This structure would result in Audioboom shareholders exchanging their ordinary shares in the Company which are traded on the AIM market of the London Stock Exchange, for consideration the majority of which would be in ordinary shares of AAA, the trading of which on AIM has been suspended since 29 April 2021 and which is scheduled to be cancelled with effect from 7.00 a.m. on Friday 30 July 2021.
On the basis of the very limited information provided by AAA to the Independent Directors to date, the Independent Directors do not believe there to be any compelling logic to justify a combination of the two businesses.
At present, shareholders are advised to take no action.
There can be no certainty that AAA’s proposal will result in an offer for the Company, nor as to the terms on which any offer might be made. A further announcement will be made when appropriate.
In accordance with Rule 2.6(a) of the Code, AAA must, by not later than 5.00 p.m. on 16 August 2021, either announce a firm intention to make an offer for Audioboom in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will be extended only with the consent of the Panel on Takeovers and Mergers (‘Takeover Panel’) in accordance with Rule 2.6(c) of the Code.
This announcement is being made without the approval of AAA.
* The independent directors of Audioboom are deemed to comprise Mike Tobin, Roger Maddock, Stuart Last and Brad Clarke. Steven Smith is not considered independent for the purposes of the Possible Offer due to his relationship with Candy Ventures SARL which has signed an irrevocable undertaking in relation to the Possible Offer.
Audioboom Group plc
Stuart Last, Chief Executive Officer
Brad Clarke, Chief Financial Officer
Tel: +44(0)300 303 3765
Audioboom is a global leader in podcasting – our shows are downloaded more than 91 million times each month by 25 million unique listeners around the world. Audioboom is ranked as the fourth largest podcast publisher in the US by Triton Digital.
Audioboom’s ad-tech and monetisation platform underpins a scalable content business that provides commercial services for a premium network of 250 top tier podcasts, with key partners including ‘Casefile True Crime’ (US), ‘Morbid’ (US), ‘True Crime Obsessed’ (US), ‘The Morning Toast’ (US), ‘No Such Thing As A Fish’ (UK), and ‘The Cycling Podcast’ (UK).
The Audioboom Originals Network is a slate of content developed and produced by Audioboom including ‘Dark Air with Terry Carnation’, ‘RELAX!’, ‘Baby Mamas No Dramas’, ‘Covert’, ‘It’s Happening with Snooki & Joey’, ‘Mafia’, ‘Huddled Masses’ and ‘What Makes A Killer’.
Audioboom operates internationally, with operations and global partnerships across North America, Europe, Asia and Australia. For more information, visit audioboom.com. The platform allows content to be distributed via Apple Podcasts, Spotify, Pandora, Amazon Music, Deezer, Google Podcasts, iHeartRadio, RadioPublic, Saavn, Stitcher, Facebook and Twitter as well as a partner’s own websites and mobile apps.
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