Greenberg Traurig advised NASDAQ-listed technology company Digital Turbine, Inc. (Digital Turbine) on its acquisition of Fyber N.V. (Fyber), developer of a monetization platform for software applications. Fyber’s shares are listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. Total aggregate consideration for the transaction calculated for an acquisition of 100% of the outstanding shares in Fyber is 600 million US Dollars. This includes a 50 million US Dollars earn-out contingent on Fyber achieving certain revenue targets for the 12-month period ending on March 31, 2022. The transaction is subject to certain closing conditions and is expected to close in the second quarter of 2021.
Under a sale and purchase agreement entered into force on March 22, 2021, Digital Turbine will initially acquire approximately 95% of the shares in Fyber from its current majority shareholders. The consideration paid by Digital Turbine to these majority shareholders will largely be paid by issuing to the majority shareholders new shares of common stock in Digital Turbine. Following the closing of this transaction, Digital Turbine will be obliged to make a public tender offer under German law to the minority shareholders in Fyber to acquire from them all outstanding shares against payment in cash.
Digital Turbine noted that the acquisition is part of its strategy to provide a comprehensive media and advertising solution to reach and to target end users on their mobile devices. With Fyber's technology, the combined company is expected to be ideally positioned to be a leading end-to-end solution for mobile brand acquisition and monetization.
Greenberg Traurig advised Digital Turbine on all aspects of the transaction, which included the firm’s teams in Germany, the United States, The Netherlands, and Israel. The firm’s involvement included advising the client on the purchase agreement under German law and the subsequent tender offer process. Greenberg Traurig is one of the few global law firms with offices in all of these locations and was therefore particularly suited to advise on this deal.
About Greenberg Traurig: Greenberg Traurig, LLP (GT), has approximately 2200 attorneys in 40 locations in the United States, Latin America, Europe, Asia, and the Middle East. GT has been recognized for its philanthropic giving, diversity, and innovation, and is consistently among the largest firms in the U.S. on the Law360 400 and among the Top 20 on the Am Law Global 100. The firm is net carbon neutral with respect to its office energy usage and Mansfield Rule 3.0 Certified. Web: www.gtlaw.com
Under a sale and purchase agreement entered into force on March 22, 2021, Digital Turbine will initially acquire approximately 95% of the shares in Fyber from its current majority shareholders. The consideration paid by Digital Turbine to these majority shareholders will largely be paid by issuing to the majority shareholders new shares of common stock in Digital Turbine. Following the closing of this transaction, Digital Turbine will be obliged to make a public tender offer under German law to the minority shareholders in Fyber to acquire from them all outstanding shares against payment in cash.
Digital Turbine noted that the acquisition is part of its strategy to provide a comprehensive media and advertising solution to reach and to target end users on their mobile devices. With Fyber's technology, the combined company is expected to be ideally positioned to be a leading end-to-end solution for mobile brand acquisition and monetization.
Greenberg Traurig advised Digital Turbine on all aspects of the transaction, which included the firm’s teams in Germany, the United States, The Netherlands, and Israel. The firm’s involvement included advising the client on the purchase agreement under German law and the subsequent tender offer process. Greenberg Traurig is one of the few global law firms with offices in all of these locations and was therefore particularly suited to advise on this deal.