Jumptap to be Acquired by Millennial Media
Keating Capital Portfolio Company to Merge with Leading Independent Mobile
GREENWOOD VILLAGE, Colo. -- August 15, 2013
Keating Capital, Inc. (Nasdaq: KIPO) (www.KeatingCapital.com), a pre-IPO
investor and a business development company, announced that, on August 13,
2013, Jumptap, Inc. signed a definitive merger agreement to be acquired by
Millennial Media, Inc. (NYSE: MM) in a predominantly stock transaction.
According to Millennial Media, based on its closing share price on August 9,
2013, Jumptap stockholders will receive shares of Millennial Media common
stock representing approximately 22.5% of the pro forma ownership post
transaction, and valuing the transaction at approximately $225 million.
Jumptap is a mobile advertising network and data platform that helps global
brands target, place and track advertising on mobile phones and tablets.
Jumptap utilizes its proprietary targeting technology, industry partnerships
and third-party data to optimize mobile advertising campaigns by identifying
and targeting the most relevant mobile audiences. The Jumptap - Millennial
Media combination and the related collaboration opportunities position the
business as the leading global mobile platform in the fast-growing mobile ad
Keating Capital invested $5.0 million in Jumptap’s Series G convertible
preferred stock on June 29, 2012. Based on the rights and preferences of the
Series G preferred stock, at the closing of the merger, Keating Capital will
receive shares of Millennial Media’s common stock with a value of $8.75
million based on a five-day average closing price of Millennial Media’s stock
prior to the closing. Accordingly, the actual number of shares to be received
by Keating Capital will be determined at closing and will be equal to $8.75
million divided by the five-day average closing price prior to the closing.
However, pursuant to the terms of the merger agreement, approximately 10% of
the shares of Millennial Media’s common stock to be received by Keating
Capital will be held in escrow for a one-year period following the closing as
partial security for potential stockholder indemnification obligations.
The shares of Millennial Media’s common stock received by Keating Capital at
the closing will be subject to certain contractual lockup restrictions.
Accordingly, Keating Capital may not sell any shares of Millennial Media
common stock for the initial 90-day period following the closing, but may sell
up to 1/3 of its shares during the second 90-day period after the closing. All
lockup restrictions will expire on the 180^th day following the closing. The
ultimate value that Keating Capital will be able to realize on its Jumptap
investment will depend on the actual trading price of Millennial Media’s
common stock when it disposes of its shares following these lockup periods.
The merger is expected to be completed in the fourth quarter of 2013. However,
the closing of the merger is subject to the satisfaction of various customary
closing conditions, including approval by Millennial Media’s stockholders and
certain regulatory approvals. Keating Capital can give no assurances that the
merger transaction will be completed, and even if completed, when it may be
Assuming the merger is completed, Keating Capital’s investment in Jumptap will
represent the sixth portfolio company (out of a total of 20 portfolio company
investments) to have completed an IPO or sale transaction since Keating
Capital’s initial portfolio company investment in January 2010.
About Keating Capital, Inc.
Keating Capital is a business development company that specializes in making
pre-IPO investments in emerging growth companies that are committed to and
capable of becoming public. We provide investors with the ability to
participate in a unique fund that allows our stockholders to share in the
potential value accretion that we believe typically occurs once a company
transforms from private to public status. Keating Capital’s shares are listed
on Nasdaq under the ticker symbol “KIPO.”
To be added to Keating Capital’s email distribution list to receive quarterly
newsletters and other announcements, go to www.KeatingCapital.com/contact.
This press release may contain statements of a forward-looking nature relating
to future events. These forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions. These statements
reflect Keating Capital’s current beliefs, and a number of important factors
could cause actual results to differ materially from those expressed in this
press release, including the factors set forth in “Risk Factors” set forth in
Keating Capital’s Form 10-K and Form 10-Q filed with the Securities and
Exchange Commission (“SEC”), and subsequent filings with the SEC. Please refer
to Keating Capital’s SEC filings for a more detailed discussion of the risks
and uncertainties associated with its business, including but not limited to
the risks and uncertainties associated with investing in micro- and small-cap
companies. Except as required by the federal securities laws, Keating Capital
undertakes no obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise. The
reference to Keating Capital’s website has been provided as a convenience, and
the information contained on such website is not incorporated by reference
into this press release.
Keating Capital, Inc.
Investor Relations Contact:
Margie L. Blackwell, 720-889-0133
Investor Relations Director
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