Outbrain Inc. Files Definitive Proxy Statement

TL;DR

Outbrain filed its proxy statement, get ready to vote!

AI Summary

Outbrain Inc. filed a DEFA14A, indicating it is a definitive proxy statement. This filing, dated August 21, 2024, concerns soliciting material under Rule 14a-12. The company's principal executive offices are located at 111 West 19th Street, New York, NY 10011.

Why It Matters

This filing is a crucial communication tool for shareholders, outlining important matters to be voted on at the company's upcoming meeting, impacting corporate governance and strategic direction.

Risk Assessment

Risk Level: low — This is a standard regulatory filing (DEFA14A) and does not inherently present new financial risks.

Key Players & Entities

• Outbrain Inc. (company) — Registrant
• 111 West 19th Street, New York, NY 10011 (company) — Business and Mail Address
• 20240821 (date) — Filing Date

FAQ

Filing Documents

• schedule14a-821.htm (DEFA14A) — 26KB
• a82124a.jpg (GRAPHIC) — 62KB
• 0001454938-24-000163.txt ( ) — 112KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 OUTBRAIN INC. __________________________________________________________ (Name of Registrant as Specified In Its Charter) __________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 011. This Schedule 14A filing consists of social media posts from Outbrain Inc., a Delaware corporation (the Company), relating to the definitive share purchase agreement, dated August 1, 2024, by and among the Company, Altice Teads S.A.(the Seller), a public limited liability company ( socit anonyme ), incorporated and existing under the laws of the Grand Duchy of Luxembourg and the sole shareholder of Teads S.A., a public limited liability company ( socit anonyme ), incorporated and existing under the laws of the Grand Duchy of Luxembourg (Teads). The following posting was made on various social media platforms, including Facebook, Instagram, LinkedIn, Threads and X Cautionary Note About Forward-Looking Statements This communication contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. These statements are based on current expectations, estimates, forecasts and projections about the industries in which Outbrain and Teads operate, and beliefs and assumptions of Outbrain's management. Forward-looking statements may include, without limitation, statements regarding possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives, expected synergies and statements of a general economic or industry-specific nature. You can generally identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "guidance," "outlook," "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 stock 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 par

View Full Filing

View this DEFA14A filing on SEC EDGAR