Mega-Merger Alert! Quotient & Neptune Join Forces in $430M Deal

In a significant development within the digital promotions and retail marketing sphere, Salt Lake City-based Quotient Technology (NYSE: QUOT), a leading digital promotions and media technology company, and Neptune Retail Solutions, an omnichannel retail marketing firm boasting a network of in-store and digital solutions, recently announced their merger. The merger, facilitated through Neptune's all-cash acquisition of Quotient, marks a strategic move that is set to reshape the landscape of the retail marketing industry.

Charlesbank Capital Partners, a private investment firm and the current majority investor in Neptune, is poised to become the majority investor of the newly formed combined entity. Under this agreement, Bill Redmond (CEO of Neptune) will assume the role of CEO for the newly merged Neptune/Quotient business.

The transaction, valued at approximately $430 million in equity, has received the green light from Quotient's Board of Directors. This merger is the culmination of an extensive review process conducted by Quotient's board to maximize shareholder value. As part of the deal, Quotient's shareholders will receive $4.00 per share in cash, representing a premium of around 36.0% over Quotient's 30-day volume weighted average price as of June 16, 2023.

Said Robert McDonald, Chair of Quotient, "We are pleased to enter into this transaction with Neptune and Charlesbank, which will deliver compelling, immediate and certain value to shareholders, while positioning Quotient to continue meeting the needs of its customers. The Board undertook a thorough review of the Company’s standalone growth prospects and opportunities to maximize shareholder value, and we are confident this transaction achieves that objective and is the optimal path forward for our shareholders."

This merger combines Quotient's innovative technology platform, extensive digital promotions retail network, and proprietary data with Neptune's expansive in-store network and data-driven insights in shopper marketing across in-store and print media.

Said Redmond, "We are thrilled with the transaction and plan to seamlessly integrate Quotient’s team, product suite, and retail partners with Neptune’s omnichannel network. The combination further advances our proven commitment to retailers and advertisers to drive profitable, incremental, and measurable growth, while deepening relationships with and value for consumers.”

The transaction is scheduled to conclude in the latter half of 2023, pending customary closing conditions, including approval by a majority of Quotient shareholders and regulatory review. Notably, the transaction is not subject to any financing conditions and upon completion, Quotient will cease to be a publicly traded company.

Engaged Capital, LLC, a significant shareholder of Quotient, owning approximately 8.2% of its outstanding shares, has entered into a voting agreement with Quotient to support the acquisition.

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