Company Announcements

Avast plc

Strategic Partnership Transaction

22 July 2019

Avast plc ("Avast", together with its subsidiaries, the "Group"), a leading global cybersecurity provider, is pleased to announce that its subsidiary, Avast Software B.V., has agreed to sell 35% of the fully diluted share capital (the "Sale Shares") of Jumpshot, Inc. ("Jumpshot") to WGSN, Inc. a wholly owned subsidiary of Ascential plc (together with WGSN, Inc., "Ascential") (the "Transaction").

Jumpshot specialises in marketing analytics, providing insights about broad online consumer behaviour to ecommerce and other partners. The Transaction creates a strategic partnership, intended to capture product and market synergies. Ascential's expansive customer base and global footprint will provide a valuable platform for Jumpshot's future growth. Deren Baker, CEO of Jumpshot, will continue to lead Jumpshot following closing.

Ascential will pay $60.76m (on a debt-free / cash-free basis) in cash on closing for the Sale Shares. Closing is conditional on receipt of approval from German antitrust authorities, the entry by Avast, Jumpshot and Ascential into a shareholders' agreement relating to Jumpshot ("Shareholders' Agreement"), and the entry by Jumpshot and Ascential into a data license agreement. Closing is currently expected to occur on or around 31 August 2019.

Following the Transaction, the remaining 65% of Jumpshot's fully diluted issued share capital will continue to be held by its current shareholders, comprising primarily Avast Software B.V., with minority stakes held by participants of Jumpshot's stock option plan.

The Shareholders' Agreement will grant a put and call option ("Option") in relation to an additional 16% of Jumpshot's fully diluted share capital, which is exercisable by the Group and Ascential (as the case may be) upon certain performance criteria being satisfied. Neither option can be exercised prior to January 2021. The total consideration payable by Ascential for 51% of the fully diluted share capital of Jumpshot will not exceed £300m. 

Ondrej Vlcek, Chief Executive Officer, Avast plc, said:

"We believe Ascential is the ideal partner to help Jumpshot move to the next level. The synergy potential of combining Jumpshot with Ascential's global reach, product roadmap and customer base will enable Jumpshot to accelerate growth and product development."

Enquiries:

Peter Russell, Director of Investor Relations, ir@avast.com

Stephanie Kane, VP PR and Corporate Communications, mediarelations@avast.com

Jos Simson / Lulu Bridges, Tavistock Communications Tel:  020 7920 3150

About Avast

Avast (LSE:AVST) is a global leader in digital security products. With over 400 million users online, Avast offers products under the Avast and AVG brands that protect people from threats on the internet and the evolving IoT threat landscape. The company's threat detection network is among the most advanced in the world, using machine learning and artificial intelligence technologies to detect and stop threats in real time. Avast digital security products for Mobile, PC or Mac are top-ranked and certified by VB100, AV-Comparatives, AV-Test, OPSWAT, West Coast Labs and others. Visit: www.avast.com 

About Jumpshot

Jumpshot delivers digital intelligence from within the internet's most valuable walled gardens. The company's real-time, anonymized global panel tracks five billion actions a day across tens of millions of devices to deliver insights into online consumer behavior. Jumpshot works with customers including Revlon, Microsoft, Google, Yelp, Condé Nast and TripAdvisor , among others. Learn more about Jumpshot at www.jumpshot.com.

About Ascential

Ascential is a specialist, global, information company that helps the world's most ambitious businesses win in the digital economy. Our information, insights, connections, data and digital tools solve customer problems in three disciplines:

·     Product Design via global trend forecasting service WGSN;

·     Marketing via global benchmark for creative excellence and effectiveness Cannes Lions and WARC, and strategic advisory firm MediaLink; and 

·     Sales via eCommerce-driven data, insights and advisory firm Edge by Ascential, leading managed services provider for Amazon Flywheel Digital, the world's premier payments and Fin Tech congress Money20/20, global retail industry summit World Retail Congress and Retail Week.

Ascential also powers political, construction and environmental intelligence brands DeHavilland, Glenigan and Groundsure.

Further details of the Transaction

As noted above, closing of the Transaction is conditional upon Avast Software B.V. and WGSN, Inc. entering into a shareholders' agreement in relation to Jumpshot which will take effect from closing of the Transaction. The material terms of the Shareholders' Agreement have been agreed in the form of a term sheet.  In addition, Jumpshot and the Group have entered into a data license agreement that has a term of 10 years.

The Transaction constitutes a Class 2 transaction for the purposes of the UK Financial Conduct Authority's Listing Rules as a result of the uncapped nature of the Majority Drag Right (as such term is defined below) which will be contained in the Shareholders' Agreement. The Group's current intention is that it will use the sale proceeds received pursuant to the Majority Drag Right for general business purposes.

The gross assets of Jumpshot, as determined in accordance with IFRS, at 31 December 2018 were US$ 12.5m. Jumpshot's net loss before tax, in accordance with IFRS, for FY2018 was US$ 4.6m.

In addition to the Option, it is intended that the Shareholders' Agreement will contain the following material terms:

·     each of the Group and Ascential shall have a customary right of first offer in respect of the other party's shares in Jumpshot;

·     following the expiration of a customary lock-up period, each of the Group and Ascential will have a drag right where they seek to sell more than 50% of the fully diluted share capital of Jumpshot held by them at the time to a third party (the "Majority Drag Right"); and

·     following the lock-up period, and in circumstances where the Option has been exercised (resulting in the Group holding less than 50% of the issued share capital of Jumpshot), the Group will have the benefit of a drag right where Ascential determines that it does not want to purchase the remainder of Group's shares in Jumpshot, provided that the consideration received by Ascential for its shares would exceed a floor price agreed between the parties.