纽约，2024年12月5日（环球新闻专线）——Outbrain Inc.(纳斯达克股票代码：OB)（“Outbrain”）是一家领先的技术平台，通过与开放互联网上的人们互动来推动业务成果，今天宣布，在今天早些时候举行的股东特别会议（“特别会议”）上，Outbrain股东投票批准发行3500万股普通股和1050万股a系列可转换优先股，这些优先股可转换为普通股，与Teads S.A.的收购有关（“股票发行提案”）。该交易仍需遵守惯例成交条件，包括监管部门的批准，预计将于2025年第一季度完成。

　　Outbrain首席执行官David Kostman表示：“我们对今天特别会议的结果感到高兴，并向支持与Teads合并的股东表示感谢。”“今天的股东批准标志着我们两家互补业务合并过程中的一个重要里程碑。我们期待着交易的完成，并成为开放互联网的全球领导者，提供我们完整的渠道价值主张，为品牌和媒体所有者带来巨大的成果，”Kostman补充道。

　　在特别会议上，超过64%的流通股普通股出席或由代理人代表出席，其中99%以上的普通股投票赞成股票发行提案。特别会议的最终投票结果将在8-K表格中报告，并提交给美国证券交易委员会。

　　前瞻性声明

　　This press release contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements may include, without limitation, statements generally relating to possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives and statements relating to the transaction to acquire Teads ("Transaction”). You can generally identify forward-looking statements because they contain words such as "may,” "will,” "should,” "expects,” "plans,” "anticipates,” "could,” "intends,” "target,” "projects,” "contemplates,” "believes,” "estimates,” "predicts,” "foresee,” "potential” or "continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions, or are not statements of historical fact. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but not limited to: the risk that the conditions to the consummation of the transaction will not be satisfied (or waived); uncertainty as to the timing of the consummation of the transaction and Outbrain and Teads' ability to complete the transaction; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the share purchase agreement; the failure to obtain, or delays in obtaining, required regulatory approvals or clearances; the risk that any such approval may result in the imposition of conditions that could adversely affect Outbrain or Teads, or the expected benefits of the transaction; the failure to obtain the necessary debt financing to complete the transaction; the effect of the announcement or pendency of the transaction on Outbrain's or Teads' operating results and business generally; risks that the transaction disrupts current plans and operations or diverts management's attention from its ongoing business; the initiation or outcome of any legal proceedings that may be instituted against Outbrain or Teads, or their respective directors or officers, related to the transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that Outbrain's stock price may decline significantly if the transaction is not consummated; the effect of the announcement of the transaction on the ability of Outbrain and Teads to retain and hire key personnel and maintain relationships with their customers, suppliers and others with whom they do business; the ability of Outbrain to successfully integrate Teads' operations, technologies and employees; the ability to realize anticipated benefits and synergies of the transaction, including the expectation of enhancements to Outbrain's services, greater revenue or growth opportunities, operating efficiencies and cost savings; overall advertising demand and traffic generated by Outbrain and the combined company's media partners; factors that affect advertising demand and spending, such as the continuation or worsening of unfavorable economic or business conditions or downturns, instability or volatility in financial markets, and other events or factors outside of Outbrain and the combined company's control, such as U.S. and global recession concerns; geopolitical concerns, including the ongoing war between Ukraine-Russia and conditions in Israel and the Middle East; supply chain issues; inflationary pressures; labor market volatility; bank closures or disruptions; the impact of challenging economic conditions; political and policy uncertainties resulting from the U.S. presidential election; and other factors that have and may further impact advertisers' ability to pay; Outbrain and the combined company's ability to continue to innovate, and adoption by Outbrain and the combined company's advertisers and media partners of expanding solutions; the success of Outbrain and the combined company's sales and marketing investments, which may require significant investments and may involve long sales cycles; Outbrain and the combined company's ability to grow their business and manage growth effectively; the ability to compete effectively against current and future competitors; the loss or decline of one or more large media partners, and Outbrain and the combined company's ability to expand advertiser and media partner relationships; conditions in Israel, including the ongoing war between Israel and Hamas and other terrorist organizations, may limit Outbrain and the combined company's ability to market, support and innovate their products due to the impact on employees as well as advertisers and advertising markets; Outbrain and the combined company's ability to maintain revenues or profitability despite quarterly fluctuations in results, whether due to seasonality, large cyclical events or other causes; the risk that research and development efforts may not meet the demands of a rapidly evolving technology market; any failure of Outbrain or the combined company's recommendation engine to accurately predict attention or engagement, any deterioration in the quality of Outbrain or the combined company's recommendations or failure to present interesting content to users or other factors which may cause us to experience a decline in user engagement or loss of media partners; limits on Outbrain and the combined company's ability to collect, use and disclose data to deliver advertisements; Outbrain and the combined company's ability to extend their reach into evolving digital media platforms; Outbrain and the combined company's ability to maintain and scale their technology platform; the ability to meet demands on our infrastructure and resources due to future growth or otherwise; the failure or the failure of third parties to protect Outbrain and the combined company's sites, networks and systems against security breaches, or otherwise to protect the confidential information of Outbrain and the combined company; outages or disruptions that impact Outbrain or the combined company or their service providers, resulting from cyber incidents, or failures or loss of our infrastructure; significant fluctuations in currency exchange rates; political and regulatory risks in the various markets in which Outbrain and the combined company operate; the challenges of compliance with differing and changing regulatory requirements; the timing and execution of any cost-saving measures and the impact on Outbrain and the combined company's business or strategy; and the other risk factors and additional information described in the definitive proxy statement filed with the Securities and Exchange Commission (the "SEC”) on October 31, 2024, in the section entitled "Risk Factors”, and under the heading "Risk Factors” in Item 1A of Outbrain's Annual Report on Form 10-K filed with the SEC on March 8, 2024 for the year ended December 31, 2023 and Outbrain's Form 10-Q filed with the SEC on August 8, 2024 for the period ended June 30, 2024, and in subsequent reports filed with the SEC.

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　　一个布特五星插件

　　Outbrain是一个领先的技术平台，通过开放互联网吸引人们来推动业务成果。Outbrain利用人工智能和机器学习，预测用户参与的时刻，为全球8000多家在线网站的广告商和出版商带来可衡量的结果。Outbrain成立于2006年，总部位于纽约，在以色列、美国、欧洲、亚太地区和南美洲设有办事处。

　　欲了解更多信息，请访问https://www.outbrain.com。

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