DGAP-News: RNTS Media N.V.

DGAP-News: RNTS Media N.V.: FYBER PARENT COMPANY, RNTS TO ACQUIRE INNERACTIVE Adding Substantial Scale and Accelerating Growth in Mobile Advertising

DGAP-News: RNTS Media N.V. / Key word(s): Takeover/Expansion RNTS Media N.V.: FYBER PARENT COMPANY, RNTS TO ACQUIRE INNERACTIVE Adding Substantial Scale and Accelerating Growth in Mobile Advertising

03.03.2016 / 07:00 The issuer is solely responsible for the content of this announcement.

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BERLIN, Germany (March 3, 2016) - RNTS Media N.V. ("RNTS"), the parent company of Fyber GmbH ("Fyber"), a leading mobile advertising technology platform, today announces that it has signed a binding agreement to acquire 100% of the share capital of Inneractive Ltd. ("Inneractive"), a fast-growing, mobile RTB-based ad exchange focused on powering display, native and video ads, for an initial cash consideration of USD 46 million. In addition, the agreement provides for potential earn-out and retention payments of up to USD 26 million upon achievement of certain ambitious growth targets over the next three years, bringing the potential maximum consideration to USD 72 million.

The acquisition of Inneractive will make the RNTS group one of the largest, independent mobile supply-side platforms globally with one of the most advanced product offerings across mediation, exchange and ad serving, covering all ad formats.

Specifically, the acquisition will immediately realize the following strategic benefits:

- Step change in global reach and scale: Combining Inneractive's user reach of 630 million Monthly Active Users (MAUs) with Fyber's 500+ million MAUs will significantly increase the addressable audience for the group's demand partners.

- Expansion of core addressable mobile markets: The acquisition of Inneractive expands RNTS' programmatic capabilities beyond Fyber's core publisher base into key verticals such as entertainment, productivity, news, messaging, social networking and utilities.

- Drive liquidity of mobile advertising marketplace: Connecting Fyber's and Inneractive's platforms will greatly increase the volume of parties buying and selling advertising inventory, creating a deeper, more liquid marketplace for optimizing revenue per unique user.

Founded by Ziv Elul and Offer Yehudai in 2007, Inneractive is backed by Evergreen Venture Partners and is headquartered in Tel Aviv, with offices in New York, San Francisco and London. Inneractive was recently recognized as one of the fastest growing technology companies in the Deloitte Technology Fast 500(TM) EMEA. Its product offering and technology is highly complementary to that of Fyber.

Inneractive's platform currently serves over 630 million MAUs spanning 180 countries and empowers mobile publishers to realize the full potential of their inventory by providing technologies for the buying and selling of mobile ads. The Inneractive programmatic platform for display, native and video ads is comprised of a mobile Supply Side Platform (SSP), a Private Marketplace and an Open Ad Exchange. Inneractive grew gross revenue by more than 100% to USD 43.2 million and was profitable in 2015. It is aiming to double its revenues again over the next two years.

"This is another milestone for RNTS on our path to building the leading supply-side platform for the mobile app economy. By playing an active role in industry consolidation we intend to secure a lasting competitive edge," said Andreas Bodczek, CEO of RNTS Media.

"Following on from our acquisitions of Falk Realtime and Heyzap, Inneractive delivers significant additional scale and programmatic capabilities to enable our publishers to generate revenue even more effectively, and our advertising partners to access a substantially broader audience across important digital verticals. Having now delivered on our commitment of two important acquisitions following the convertible bonds, we are confident that the revenue run-rate for the enlarged group by year-end 2016 will surpass EUR 200 million," Bodczek added.

Inneractive will be run largely independently within RNTS Media and continue to pursue its growth plan. At the same time, RNTS expects to generate important revenue synergies for the combined group by monetising Fyber's audience through Inneractive's platform, combining the liquidity of both exchanges and collaborating on innovations to support mobile video growth.

"This is a great achievement for Inneractive and we are very proud of our amazing team", said Ziv Elul, co-founder and CEO of Inneractive. "We have been working with Fyber and its strong executive team for a long time and are excited to join the RNTS family. We are passionate about the potential of our future together, excited about the synergies and confident in our ability to work together to offer publishers the most comprehensive tech stack in the industry."

The acquisition of Inneractive is expected to be completed in Q2 of 2016 after the satisfaction of certain customary closing conditions and expiry of the statutory 50 days waiting period for mergers in Israel. The initial consideration will be funded from the proceeds of the convertible bonds issued in July 2015; the objective is to raise further funds in due course. RNTS Media has committed to pay a break fee of USD 8 million if it is not to complete the transaction. To facilitate the integration, Ziv Elul, CEO of Inneractive, will join the RNTS Executive Board upon completion of the transaction.

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About RNTS Media and Fyber

Fyber is an independent advertising technology company that connects app developers and media companies with advertisers through the power of technology across every device. Its SSP, Ad Serving, Ad Exchange and Mediation products empower thousands of the world's leading app developers and publishers to generate business-critical revenue streams and serves over 500 million MAUs globally. For more information, visit www.fyber.com.

Its parent company RNTS Media is headquartered in Berlin, Germany, and listed on the Prime Standard of the Frankfurt Stock Exchange under the symbol 'RNM.' For more information, visit www.rntsmedia.com. About Inneractive

Inneractive is an independent global mobile ad exchange focused on powering native and video ads. The company's mission is to empower mobile publishers to maximize the full potential of their properties by providing powerful technologies for buying and selling mobile ads. The Inneractive programmatic platform is comprised of a mobile Supply Side Platform (SSP) and an Ad Exchange that combine RTB with native and video ad solutions. Inneractive was recently named a Deloitte Technology Fast500 Company, EMEA and a Deloitte Israel 2015 Technology Fast50 winner. Inneractive is headquartered in Tel Aviv with offices in San Francisco, New York and London.

Investor Contact:

Heiner Luntz ir@rntsmedia.com +49 30 609 855 555

Media Contacts:

North American Media Natalia Sandin natalia.sandin@fyber.com +1 650-201-8814

European Media Alex Simmons asimmons@smithfieldgroup.com +44 207 903 0669

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03.03.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English Company: RNTS Media N.V. Johannisstr. 20 10117 Berlin Germany Phone: +49 30 609 855 528 E-mail: governance@rntsmedia.com Internet: www.rntsmedia.com ISIN: NL0010315453 WKN: A1J87D Listed: Regulated Market in Frankfurt (Prime Standard) End of News DGAP News Service ---------------------------------------------------------------------------

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