Cardlytics Announces Update to Bridg Earnout Payments

Rhea-AI Summary

Cardlytics announces determination of First Anniversary Payment Amount in relation to Bridg acquisition

Positive

• The First Anniversary Payment Amount has been determined to be $208.1 million, inclusive of fees and transaction bonuses.
• If Cardlytics pays 70% of the consideration in common stock, the total value of the First Anniversary Payment Amount would be $94.5 million.
• The Second Anniversary Payment Amount is anticipated to be $0.
• The total cash anticipated for both earnouts is $72.6 million.
• 3.4 million shares of Cardlytics common stock will be used for the remaining consideration, resulting in approximately 10.0% dilution of existing stockholders.

Negative

• None.

ATLANTA, May 01, 2023 (GLOBE NEWSWIRE) -- Cardlytics (NASDAQ: CDLX), an advertising platform in banks’ digital channels, announced today a determination of the First Anniversary Payment Amount in relation to the acquisition of Bridg. The First Anniversary Payment Amount had been disputed by the parties, and pursuant to the dispute resolution provision of the merger agreement, an Independent Accountant determined the First Anniversary ARR to be $23.2 million.

Based on the Independent Accountant’s determination and the terms of the merger agreement, the First Anniversary Payment Amount would be $208.1 million, inclusive of fees and transaction bonuses and accounting for all true-ups and credits. If Cardlytics elected to pay 70% of the consideration in common stock at the closing price as of April 28, 2023, given the favorable VWAP of $40.15, the total value of the First Anniversary Payment Amount would be $94.5 million.

Additionally, because of the Independent Accountant’s determination, Cardlytics anticipates the Second Anniversary Payment Amount due under the merger agreement to be $0, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits.

In sum, the total cash anticipated for both earnouts, inclusive of brokerage fees and transaction bonuses and accounting for all true-ups and credits, is $72.6 million. Cardlytics anticipates the remaining consideration for both earnouts will be paid with 3.4 million shares of Cardlytics common stock, which significantly decreases investor dilution as compared to Cardlytics’ previous publicly disclosed estimates. The issuance of these shares will result in dilution of approximately 10.0% to the ownership interests of existing stockholders, based on the number of shares of common stock outstanding as of February 28, 2022.

“We are pleased to reach a conclusion in the Independent Accountant proceeding that gives us clear visibility into the total amount of both earnout payments, which are collectively in line with the expectations we set out on our most recent earnings call. I am also delighted that the outcome will reduce shareholder dilution significantly from our previous estimates and we expect that it will eliminate any additional cash outflow stemming from the second anniversary earnout payment obligation,” said Karim Temsamani, Chief Executive Officer. “We are excited to move past this short-term issue while we continue to focus on our strategic priorities.”

The company filed a Form 8-K with the U.S. Securities and Exchange Commission on Monday, May 1, 2023 with additional information regarding these matters.

About Cardlytics

Cardlytics (NASDAQ: CDLX) is a digital advertising platform. We partner with financial institutions to run their banking rewards programs that promote customer loyalty and deepen banking relationships. In turn, we have a secure view into where and when consumers are spending their money. We use these insights to help marketers identify, reach, and influence likely buyers at scale, as well as measure the true sales impact of marketing campaigns. Headquartered in Atlanta, Cardlytics has offices in Palo Alto, New York, Los Angeles, and London. Learn more at www.cardlytics.com.

Cautionary Language Concerning Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to the Company’s intentions to pursue relief in Delaware state court, the potential for the First Anniversary Payment Amount to be lowered, the amount of the First Anniversary Payment Amount that the Company would pay in cash and its common stock and the amount of the Second Anniversary Payment Amount. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," or variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.

The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Contacts:

Public Relations:
Robert Robinson
pr@cardlytics.com

Investor Relations:
Robert Robinson
ir@cardlytics.com

FAQ

What is the First Anniversary Payment Amount?

The First Anniversary Payment Amount has been determined to be $208.1 million, inclusive of fees and transaction bonuses.

What is the total value of the First Anniversary Payment Amount if paid in common stock?

If Cardlytics pays 70% of the consideration in common stock, the total value of the First Anniversary Payment Amount would be $94.5 million.

What is the anticipated Second Anniversary Payment Amount?

The Second Anniversary Payment Amount is anticipated to be $0.

What is the total cash anticipated for both earnouts?

The total cash anticipated for both earnouts is $72.6 million.

How will the remaining consideration be paid?

3.4 million shares of Cardlytics common stock will be used for the remaining consideration, resulting in approximately 10.0% dilution of existing stockholders.