Welcome to Tremor International's conference call discussing the company's pending acquisition of Amobee. At this time, participants are in a listen-only mode, with a question and answer session to follow at the end of the presentation. This conference call is being recorded and a replay of today's call will be made available on the investor relations section of Tremor's website and will remain posted there for the next 30 days. I will now hand it over to Billy Eckert, Senior Director of Investor Relations, for introductions and the reading of the Safe Harbor statement. Please go ahead. Thank you, operator. Good morning and welcome to everyone listening in as we discuss Tremor International's pending acquisition of Amobee. With us on today's call are Ofer Druker, Tremor's Chief Executive Officer, and Sagi Niri, the company's Chief Financial Officer. This morning, we issued a press release which you can access on our website at investors.tremorinternational.com. During today's conference call, we will make forward-looking statements. All statements other than statements of historical fact could be deemed as forward-looking. We advise caution and reliance on forward-looking statements. These statements include, without limitation, statements regarding the potential benefits of the proposed acquisition, including future financial and operating results, plans, objectives, expectations and intentions, and long-term value for our shareholders, cross synergies and the timing thereof, the anticipated timing of closing of the acquisition, our ability to successfully integrate the acquisition and impact on our cash balance, the ability to retain key personnel, and methods the company will use to finance the transaction, including the timing and availability of debt financing. All forward-looking statements are based on information available to us as of the date of this call. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those implied by these forward-looking statements, including unexpected changes in our business. More detailed information about these risk factors and additional risk factors are set forth in our filings with the United States Securities and Exchange Commission, including but not limited to those risks and uncertainties listed in the section entitled Risk Factors in our most recent annual report on Form 20-F. Tremor does not intend to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additionally, the company's press release and management statements during this conference call will include discussions of certain measure and financial information in IFRS and non-IFRS terms. We refer you to the company's press release for additional details, including definitions of non-IFRS items. These non-IFRS financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with IFRS. However, a reconciliation of Amobee's non-IFRS financial measures is not currently available, and these measures are being provided to investors for informational purposes only. Notably, references to and statements regarding Amobee's contribution ex-TAC and Adjusted EBITDA generated exclude results from Amobee's email marketing platform. At this time, it is my pleasure to introduce Ofer Druker, CEO of Tremor International. Ofer, please go ahead. Thank you, Billy, and welcome to everyone joining us today. I will begin by giving an overview of Amobee's business and strategic rationale of the deal, followed by a review of the transaction detail and financial benefits by our Chief Financial Officer, Sagi Niri. We will then open the call up for questions. We expect the acquisition of Amobee, once closed, will create significant scale for our business, enhance and expand our technology and data capabilities, and drive strong additional advertiser demand through our platform to our SSP and Unruly. We believe the acquisition will also significantly expand our self-service DSP, CTV, and video reach and generate material long-term value for our shareholders. Amobee will represent our fourth acquisition in the last five years. The pending transaction reflects our largest to date and builds upon our proven track record of successfully buying and integrating companies. It also reflects our ongoing commitment to growing the business by acquiring and integrating demand-side platforms alongside our organic growth initiative to further enhance and expand our end-to-end technology solution. Even during this turbulent market period, we continue to execute on our long-term strategy. We believe our ability to successfully execute is a testament to the strength and durability of Tremor, highly cash generative business model, healthy balance sheet, strong operating leverage, and ability to maintain robust profitability. Amobee is a leading global advertising technology platform with over 500 customers globally, including Fortune 500 brands and multinational ad agencies. The company has a strong U.S. and international market presence, boasts a robust data footprint, and maintains relationships with some of the world's premier media partners. Amobee operates across three core segments, omnichannel DSP, Amobee Advanced TV platform, and email marketing platform. Once the pending transaction is closed, Tremor will acquire Amobee omnichannel DSP and Advanced TV platform, but will not acquire its email marketing platform and related current and historical liabilities. Amobee email marketing platform will remain with its current owner. A majority of advertiser spend across Amobee DSP segment is self-service, which we expect will scale our SaaS-driven revenue base and programmatic footprint in a meaningful way. Additionally, a meaningful portion of advertiser spend on Amobee DSP is in CTV and video, which we expect will accelerate our existing momentum within these fast-growing segments. Amobee Advanced TV platform is a unified technology for both linear and CTV planning and buying that also contains a complete inventory management and monetization solution for media partners. Its TV planning technology strongly complements Unruly capabilities and is currently leveraged by major media partners to plan their upfront, both digital and linear TV. This acquisition makes strategic sense for several reasons. First, the transaction will create significant financial scale for Tremor and its shareholders and is expected to be accretive within the first 12 months of completion. For the 12 months ended June 30, 2022, Amobee generated approximately $150 million in contribution ex-TAC, which would reflect a meaningful addition to Tremor's business. Additionally, we expect the acquisition will vastly increase advertiser demand flowing through our platform, particularly around self-service, CTV, and video, while enhancing our programmatic activities. We also expect the transaction to drive newly acquired traffic to our SSP Unruly as customers exclusively opt to leverage end-to-end platform for pricing and data benefits. We also believe the deal will allow us to better serve more advertisers and media partners' needs. Amobee will add new linear capabilities to our data-driven end-to-end technology platform, while also enhancing our robust current performance, data, planning and measurement capabilities. The performance capabilities Amobee DSP will add enable us to reach a new advertiser base and will serve as a cornerstone of merging performance activity with CTV. Amobee also enables advertisers to execute and coordinate campaigns across both linear and digital in a single unified platform. This is a critically important capability which allow advertisers to understand and analyze true de-duplicated reach when executing campaigns simultaneously across linear and digital and will enhance Tremor data footprints. We also believe Amobee data capabilities will further enhance Tremor contextual capabilities, helping the company to better prepare for a soon-to-be cookieless world. Outside of expanding Tremor advertisers, media partner, and data reach, we also expect to benefit from many members of Amobee's team joining Tremor post-acquisition. We believe this will greatly strengthen Tremor talent across the company with additional industry veterans and technology and data experts. We also expect the transaction will deliver strong operational synergies as well. I'm confident that Tremor has the experience and expertise acquiring companies required to manage a swift and seamless integration of Amobee into our end-to-end platform. We believe we will begin to rapidly generate the compelling benefit associated with the deal for Tremor customers and shareholders. We also believe the acquisition reflects a positive use of our cash balance and banking relationship to drive long-term shareholder value alongside our investments for organic growth. It's my pleasure to turn the call over to Sagi to provide an overview of the transaction and highlight the financial benefits related to the acquisition. Thank you, Ofer. We are incredibly excited to have the opportunity to execute this accretive and strategic deal, which we believe would accelerate our growth and increase our market share. We have entered into a definitive agreement to acquire Amobee for a total consideration of $239 million, which we intend to satisfy through a combination of existing cash resources and a new $100 million debt facility we expect to obtain prior to closing the transaction. As of June 30, 2022, we had a net cash balance of approximately $360 million. While we could have funded the acquisition entirely through our existing cash balance, we are opting to obtain financing to ensure we retain a high level of cash on our balance sheet for current liquidity and future growth opportunities. In addition to the previously mentioned debt facility, we also expect to obtain a separate approximately $50 million revolving credit facility, which, along with the existing surplus cash resources, is available for future potential strategic investment and initiatives. For the twelve months ended June 30, 2022, Amobee generated preliminary unaudited contribution ex-TAC of approximately $150 million and Adjusted EBITDA of approximately -$22 million, each excluding results from Amobee's email marketing platform. We expect to complete the acquisition in the third quarter of 2022. The closing of the transaction is subject to customary closing conditions, including regulatory approval or the expiration of the required waiting period under the HSR Act. RBC Capital Markets acted as the lead financial advisor, while Naschitz Brandes Amir & Co. and Pillsbury Winthrop Shaw Pittman LLP provided legal counsel to Tremor in the transaction. As Ofer mentioned, we expect the acquisition to be accretive within the first 12 months of completion and to greatly enhance our financial scale. The approximately $150 million in preliminary unaudited contribution ex-TAC Amobee generated for the 12 months ended June 30, 2022, excluding the results from its email marketing platform, would reflect a significant addition to Tremor's platform. Finally, we also expect the combined company to benefit from meaningful annual run rate operating cost synergies as well. With my remarks completed, I will now turn the call back to Ofer. Thank you, Sagi. Amobee will build upon our growth strategy and proven track record of successfully acquiring and integrating companies at attractive valuations. We believe Amobee will enhance our footprint within core growth drivers, including self-service, DSP, performance capabilities, CTV, video and data, and expand our market presence both in the U.S. and internationally. The transaction will also enhance and expand our technology and data capabilities for customers and deepen our relationship with some of the world's leading media partners, brands, and agencies. We believe it will also provide significant financial scale and buying power, and alongside increased investment for organic growth, we expect this transaction to generate long-term value for our shareholders. Following the acquisition, we believe Tremor will have one of the most compelling and scaled end-to-end CTV and video platforms in the market. Looking ahead, we have strong confidence in our future business prospects. We believe we have many reasons to be excited thanks to anticipated growth catalysts such as the acquisition of Amobee, our strategic relationship and partnership with VIDAA and Hisense, which was recently strengthened further by our $25 million investment in VIDAA, the upcoming FIFA World Cup, and the integration of Spearad. We also continue to believe our end-to-end model remains the most effective way to serve customers, drive growth, and enhance profitability, and that this deal strengthened that value proposition. We have worked very hard over the last few months to reinforce our strategic vision and are excited to achieve this important milestone. We are more confident than ever that Tremor has an exceptionally bright future ahead of it. Operator, we will now open the call for investor questions. Thank you. We'll now begin the question and answer session. To ask a question, you may press star then one on your touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. This time we'll pause momentarily to assemble the roster. First question comes from Mark Kelley of Stifel. Please go ahead. Yeah. Can you please just talk a little bit about how quickly Amobee was growing at the time of you know when you were in discussions? Second, can you maybe split up that $150 million of rev ex-TAC by channel a bit? Just give us a sense of where they're levered. That would be great. Thank you. Hi. Hi, Mark. I didn't understand the first question. Can you repeat it? Yeah. What's the top line growth for Amobee? Over what time? Any timeframe you wanna offer, like trailing twelve months or, I guess that $150 million, what was the growth rate for that, you know, for that time period? We are not, you know, we are not managing the company during the due diligence and the discussions, of course. We are getting just like a monthly report from them, which are, of course, under seasonality and stuff like that. The $150 million that you looked at, you're looking at about, I guess, 60%-70% of that—70% of that is related to the DSP and the rest of that is related to the ATV, which is basically the linear activity with broadcasters. DSP is something that we are, of course, aware of. It's the only channel DSP that they got that is. Some part of it is what we call managed service and some of that is self-serve managed enterprise solution. The ATV is mostly the planning tools for broadcasters that is being used by dozens of broadcasters around the globe. Okay. I guess year-on-year growth. Yes, Mark. Yep. Mark, as per your first question, it was quite flat in the last two years. Okay. Thanks very much. Thank you. The next question come from Laura Martin at Needham. Please go ahead. Good morning. Good morning, Laura. Good morning. I'd like to talk about maybe a second revenue stream. Innovid here in the U.S. bought a company called TVSquared, and it's gonna put the data together and sell it to try to compete with Nielsen in the CTV space. As you know, your competitor, Viant, has a household ID, and they argue that DSPs, because they have the cost aspect of the equation on return on ad spend, are best positioned to sell third-party data. Seems to me you have both of those. My question is, now that you've made this acquisition, do you feel you could create another revenue stream by selling the best-in-class data you will have after you integrate the acquisition? Thank you, Laura, for the question. Indeed, it's not just the acquisition, it's also the investment and the long-term agreement that we signed with VIDAA, that providing us access to unique and exclusive ACR data, which is very high value now in the market because mostly it's only held today by Samsung and LG and Vizio, which are walled gardens. We are basically one of the largest right now. We will be one of the largest ACR holder in the market in the next couple of years. This data, plus the platforms that we are buying now, that we are going to acquire after closing from Amobee, can give us the option also to provide and to engage with another source of revenue, which is measurement and tracking and so on. Totally true. Thank you. Thank you. The next question comes from Andrew Boone, JMP Securities. Please go ahead. Good morning, and thanks for taking my questions. Can you talk about just integrating the self-service components of Amobee with more of a managed service offering? How do you guys think about overlaying that? Secondly, given the fact that you guys already have a DSP and they have a DSP, how are you guys managing that transition? Do you guys envision over the next couple of years what technology ends up staying, I guess, is really the question, is do you guys? Thank you. Keep Amobee or do you guys transition them over to your own? Thanks so much. Thank you. Usually what we are doing in this process is we are, of course, in this, from now until closing and after closing, we will work on to look at what are the platform that we should keep sending. Of course, the idea is to integrate everything under one DSP. We don't need to support two DSPs. It's from economical perspective, it doesn't make sense. Usually, these processes are done in a way that we analyze the capabilities of each one of the DSPs, what is the pros and cons in each one of them. We see how we can close the gaps of the cons by adding technologies and capabilities that we already developed or we already got from the other acquisition in order to create the best-in-breed platform that we can. We did it several times until today already very successfully, and we plan to do that also today, also now. I think that usually these processes are taking up to a year in order to integrate capabilities and to basically choose one platform and in order to drive forward with that. That's what we are going to do also in the Amobee case, because it doesn't, as I said, make sense to basically drive on a few platforms in parallel as a company. I hope that answered your question. That's great. As we think about that in the integration process, right? Understood, the EBITDA margins trail core Tremor. Can you talk about just over time what that could look like? Are there cost synergies you guys have identified that you can quantify for us? How do we think about the margin profile as you guys get to a full integration? So allow me to- Um- To cut you. Also. You want to take it, Sagi? Yeah. I will give, like, you know, a level answer, and if you want, you can add something. Okay. I think we are now, you know, our main focus, of course, is, you know, closing the deal, first of all, and then integrate Amobee into the Tremor International end-to-end platform. Of course, this integration will provide cost synergies over time. Of course, we have the short term, the midterm, and the long term. Probably we'll have much more visibility after the close and probably when we'll have further announcement around the second quarter call. I think now it's very early to say. Of course, Amobee is not enjoying the level of profitability that Tremor International have. On the very long term, probably our aim is to get them or get again the whole ecosystem into that place again. It will take a long time. Andrew, another point that we need to remember when you look at that, of course, is that, the synergies when you are working on one platform, it's as Sagi mentioned, takes time. We already proved in the past that we know how to basically acquire company and integrate it in a very efficient manner. I think that we have the right partners on the side of Amobee to make it happen again with the talent and the managers that we have on the other side. We are feeling reassured about it, and we know what need to be done in order to get this company to a better performance from numbers using the fact that they will run on an end-to-end platform. Which is already proved to deliver like high margins and strong profitability. Thank you. Yes, just to add to that, of course, you know within the DD that we did during the negotiation and signing the deal. Of course, we identified already some kind of cost synergies mainly around data hosting and IT that we probably will execute quite early. Thank you. Again, if you have a question, please press star then one. The next question comes from Andrew Marok of Raymond James. Please go ahead. Okay. Thank you for taking my questions. Just two quickly for me. Are there any customer verticals or industries that Amobee had exposure or overexposure to that would be a different kind of exposure profile than the existing Tremor International? Second, can you elucidate a little bit on the U.S. and international split of Amobee's contribution ex-TAC? And is this can we see this as kind of like a more dedicated focus on the international market given Tremor's U.S. concentration at this point? Thank you. I will take it, Sagi. I think that the major thing that Amobee will add to us is mostly technology capabilities that is also being translated to the client base that they got. Which it means that they have a very strong hold in what we call performance-based also or semi performance-based campaigns or capabilities that they can offer to clients, which will add to us a very important additional capabilities that we are not active so much in this arena. But we see a lot of demand from D2C companies and other companies that wants to add performance capabilities into their video campaigns. It's really welcomed by our teams. It will be welcomed by our teams to have these capabilities in order to be able to offer to additional clients these capabilities and to grow our business, new businesses with this, with this type of categories that are in the market. We saw lately that a lot of the, what we call typical D2C also moved to basically to video and CTV, which is of course will help us to grow this section by adapting the Amobee technology. I think this is the major thing that we look at. From international to the U.S., I think that Amobee is very close to our numbers, meaning the big majority of their revenues is in the U.S., but they have also activities in other markets that we are active in, and they can reinforce our capabilities and our position there. For example, Australia and the U.K., and also in Europe. I think this is, this will be meaningful because, of course, size of operation, number of clients that you are hosting and working with, and capabilities are very important in all this, and will help us to grow also our international activities. We are welcoming this opportunity in these locations in order to grow our business together. In general, right now, when you look at the ex-TAC distribution, it's very close to us, with majority of their activities done in the U.S. Great. Thank you. Thank you. Our next question comes from Alex Sherwood of Liberum. Please go ahead. Hi, guys. Good afternoon. I have two data questions, please. One is related to what might be called the net profits. I think you've disclosed in the statement the EBITDA loss, but do you have a sort of net profit figure for Amobee on a trailing twelve-month basis? That's question one. Question two, just to be clear on timelines, are we sort of seeing this as a 2023 story in terms of delivering synergies? How long do you think it'll take to get this into shape in terms of the merged entity? Sagi, you want to take this question? Uh. I will add. Yeah. Yeah, sure. I think as we disclosed, you know, the last 12 months, Amobee generated $22 million of negative Adjusted EBITDA. We are not disclosing the net profit number, but of course it's a loss. As per your second question, of course, immediately after closing, we will be focused on getting and executing the integration of the platforms, as Ofer mentioned, into one. We are anticipating that, of course, it will start on the first day, but it will take around 12-18 months in order to get to the full synergy plan executed. Of course, we will have like material synergies in place, mainly, as I said before, on the data hosting and infrastructure very early within the process after closing. Got it. Thanks, guys. This concludes our question and answer session. I'd like to turn the conference back over to Mr. Ofer Druker for closing remarks. Thank you. Thank you, everyone. I think that again, just to summarize, I think that it's a very exciting deal for us that is basically adding to us a lot of capabilities from technology perspective. As we mentioned, additional self-serve omni-channel DSP that can add to us and to our growth in the future. Also, a reach into the linear world, which is very important for us, and we look at linear plus data addressable TV as part of the world of the CTV and streaming. We see that we think that this will basically enable us to grow our business and to provide better service to a lot of clients that are running on linear and parallel to digital and streaming, and we will be able to assist them to run their campaigns in the best manner. The last point, I think that also from when we are looking at the size of the client base, that we said from last year when we went to the dual listing process, we said that we want to grow organically but also non-organically. The number of clients, the number of customers that we are engaged with, that we are providing them service, that are growing with us. I think that the Amobee deal is giving us an access to additional 500 clients globally, which is very meaningful size for us and will help us to keep growing the business side by side with our organic growth that we generated last year. We are really excited in the company. We know that there is a lot of work ahead of us, but we are willing to do that. We proved already in the past that we know how to integrate companies and how to take the best out of them, and we will hopefully do that again with this company. Thank you very much for everyone, and let's wish us good luck on that. Conference now concluded. Thank you for attending today's presentation. You may now disconnect.