Banzai Announces Definitive Agreement to Acquire Act-On Software, Growing TTM Revenue 152% to $44M

Rhea-AI Summary

Banzai International (NASDAQ: BNZI) has announced a definitive agreement to acquire Act-On Software, an enterprise marketing automation platform provider, for a total enterprise value of $53.2 million. The deal consists of $33.2 million in Banzai Class A Common Stock and/or Pre-Funded Warrants, plus $20.0 million in cash.

The acquisition is expected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, growing TTM revenue 152% to $44M. Act-On's AI-powered platform serves major clients like Hitachi, BestBuy, and Progressive Insurance, helping improve lead generation, sales pipeline, and customer communications.

The transaction is anticipated to close in February 2025, subject to customary closing conditions. This acquisition represents a strategic move to expand Banzai's suite of AI-driven marketing tools, integrating marketing automation capabilities with their existing webinar and video creation solutions.

Positive

• Projected revenue increase of $27 million for 2025
• 152% growth in TTM revenue to $44M
• Strategic acquisition expanding product offering into marketing automation
• Enterprise-level client base including Hitachi, BestBuy, and Progressive Insurance

Negative

• Significant cash outlay of $20 million required
• Potential shareholder dilution from $33.2 million in stock/warrants issuance

Insights

Financial Analyst

This acquisition represents a transformative deal for Banzai, with several key financial implications worth examining. The $53.2M enterprise value represents approximately 2x Act-On's projected annual revenue of $27M, which appears reasonable in the current market for profitable SaaS companies. The payment structure is particularly noteworthy: the 62.4% equity component ($33.2M) helps preserve cash while the $20M cash consideration demonstrates confidence in the deal's value.

The projected revenue increase to $44M represents a game-changing 152% growth, potentially repositioning Banzai in the marketing technology landscape. The acquisition of Act-On's enterprise-grade marketing automation platform is strategically significant for several reasons:

• Integration of AI-driven marketing automation expands Banzai's total addressable market
• Enterprise client base (Hitachi, BestBuy, Progressive) provides cross-selling opportunities and validates the platform's capabilities
• Complementary technology stack enhances Banzai's competitive position against larger marketing technology providers

The deal's structure suggests careful consideration of dilution while maintaining financial flexibility. The use of pre-funded warrants alongside common stock provides flexibility in managing the equity component. However, investors should monitor integration execution and the realization of projected revenue synergies, as these will be important for justifying the acquisition premium.

Technology Industry Analyst

This acquisition represents a strategic pivot into enterprise-grade marketing automation, significantly enhancing Banzai's technological capabilities. Act-On's platform, distinguished by its AI-driven architecture and open data framework, provides several competitive advantages:

• Seamless integration potential with Banzai's existing webinar and video creation tools
• Advanced AI capabilities for marketing automation and customer engagement
• Open data architecture enabling flexible integration with existing marketing tech stacks

The combination of Act-On's marketing automation with Banzai's existing solutions creates a comprehensive marketing technology suite that addresses critical market needs. This integrated approach positions Banzai to compete more effectively against established players in the marketing technology space.

The emphasis on AI-powered solutions is particularly timely as the industry shifts toward automated, data-driven marketing processes. The platform's ability to enhance team efficiency and facilitate multi-channel customer engagement aligns with current market demands for streamlined, intelligent marketing solutions. The focus on making customer data actionable through AI represents a significant value proposition for enterprises seeking to improve their marketing ROI.

Banzai Adds Enterprise Marketing Automation Platform, the Cornerstone of AI-driven B2B Marketing, to Growing Product Family

SEATTLE, Jan. 23, 2025 (GLOBE NEWSWIRE) -- Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today announced that it has signed a definitive agreement to acquire Act-On Software Inc. (“Act-On”), an enterprise marketing automation platform (MAP) provider.

Act-On is an easy-to-use and intelligent marketing automation platform, powered by AI and supported by an open data architecture. In a landscape filled with complex marketing suites, Act-On focuses on providing marketing software that enhances team efficiency and facilitates engagement with customers and prospects across all communication channels. Clients like Hitachi, BestBuy, and Progressive Insurance utilize Act-On to improve lead generation, increase sales pipeline, automate customer communications, and increase return on marketing investment (ROMI).

“Today’s marketers require efficient and agile marketing automation to achieve tangible business results, and we believe that Act-On provides solutions that fulfill this need,” said Joe Davy, Founder and CEO of Banzai. “Act-On's software complements our suite of tools for data-driven marketers. By making customer data actionable, Act-On empowers marketers to think big and create smart, effective programs aimed to drive growth and increase customer lifetime value – all with exceptional speed and efficiency.”

“We’re excited to become part of the Banzai product family and contribute to the vision of AI-powered marketing,” said Kate Johnson, CEO of Act-On Software. “The future of marketing software is about making the marketer’s job easier through AI and seamlessly integrated solutions. Banzai’s family of tightly integrated best-in-class products - including webinar tools, video creation, and now marketing automation - will help marketers accomplish more in an AI empowered world.”

The acquisition is projected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, on a pro forma basis. Act-On's financials are forecasted and are subject to change.

Banzai's vision is to build a comprehensive suite of AI-driven marketing tools that make life easier for marketers and businesses of all sizes. Acquiring Act-On is a key step toward achieving this goal, driving revenue growth, and providing innovative solutions for our clients.

Transaction Details

Under the terms of the agreement, the aggregate merger consideration will consist of Banzai Class A Common Stock, and/or Pre-Funded Warrants exercisable for shares of Class A Common Stock, valued at $33.2 million and cash consideration of $20.0 million for an aggregate enterprise value for the merger consideration of $53.2 million. Additional details regarding the acquisition are included in the Company’s Form 8-K filed with the Securities and Exchange Commission on January 23, 2025. The transaction is expected to close in February 2025, subject to the satisfaction of customary closing conditions.

About Act-On Software

Act-On Software is the easiest to use and most intelligent marketing automation platform for mid-market and enterprise B2B customers. Act-On provides solutions that empower marketers to engage prospects and customers at every step of the customer lifecycle, including lead generation, automated multi-channel marketing, customer journey orchestration, email personalization, customer data management, and sales intelligence. By unifying customer engagement data and multi-channel outreach, Act-On makes it easy for brands to reach and engage their target buyers with personalized messages. Act-On Software serves enterprise customers such as Hitachi, Sharp, Best Buy, Flextronics, Red Lions Hotels, and SKF Group. Act-On is headquartered in Portland, Oregon. Learn more at https://act-on.com.

About Banzai

Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Banzai customers include Cisco, New York Life, Hewlett Packard Enterprise, Thermo Fisher Scientific, Thinkific, Doodle and Globe Life, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. 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. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
BNZI@mzgroup.us
www.mzgroup.us

Media
Rachel Meyrowitz
Director, Demand Generation, Banzai
media@banzai.io

FAQ

What is the total value of Banzai's acquisition of Act-On Software?

The total enterprise value of the acquisition is $53.2 million, consisting of $33.2 million in Banzai Class A Common Stock and/or Pre-Funded Warrants, plus $20.0 million in cash.

How much revenue growth is expected from BNZI's Act-On acquisition?

The acquisition is projected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, representing a 152% growth in TTM revenue to $44M.

When is the BNZI-Act-On acquisition expected to close?

The transaction is expected to close in February 2025, subject to customary closing conditions.

Which major clients currently use Act-On's platform?

Act-On's platform is used by major enterprise clients including Hitachi, BestBuy, and Progressive Insurance.

What products will BNZI offer after the Act-On acquisition?

After the acquisition, Banzai will offer an integrated suite of marketing tools including webinar tools, video creation, and marketing automation platforms, all powered by AI.