Quotient to Combine with Neptune Retail Solutions

Transaction Unites Complementary Omnichannel Retail and Technology Companies to Drive Enhanced Results for Retail and Advertising Partners

Quotient Technology Inc. (NYSE: QUOT), a digital promotions and media technology company, and Neptune Retail Solutions, an omnichannel retail marketing company with a network of in-store and digital solutions, today announced that they have signed a definitive agreement to combine through Neptune’s all-cash acquisition of Quotient. Charlesbank Capital Partners, a private investment firm and current majority investor of Neptune, will be the majority investor of the combined company. Neptune’s CEO William E. Redmond, Jr. (Bill Redmond) will be CEO of the combined Neptune/Quotient business.

The transaction, which has an aggregate equity value of approximately $430 million, has been approved by Quotient’s Board of Directors, and represents the culmination of a comprehensive review process undertaken by the Board to maximize shareholder value. Under the terms of the agreement, Quotient’s shareholders will receive $4.00 per share in cash, representing a premium of approximately 36.0% to Quotient’s 30-day volume weighted average price as of the most recent market close on June 16, 2023.

“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,” said Robert McDonald, Chair of Quotient. “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.”

The combination of Quotient and Neptune brings together Quotient’s innovative technology platform, extensive digital promotions retail network, and proprietary data with Neptune’s broad in-store network and deep data-driven shopper marketing insights across in-store and print media.

“Today’s announcement is an exciting next step in our journey in the growing retail media industry and enables us to create more scale as a combined company,” said Matt Krepsik, CEO of Quotient. “Neptune and Charlesbank are ideal partners for Quotient, and we look forward to entering into this new chapter.”

Bill Redmond, CEO of Neptune, said, “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.”

“Quotient’s merger into Neptune unites two retail marketing innovators and represents a milestone that builds on our successful May 2020 carve-out of News America Marketing, and the transformative operational focus and growth spearheaded by Bill Redmond that created Neptune as it exists today,” said Brandon White, Managing Director of Charlesbank. Added David Katz, Managing Director of Charlesbank, “We are excited to work with Bill and the combined Neptune and Quotient teams to create further value for our advertising and retail customers and foster innovative omnichannel growth.”

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

Engaged Capital, LLC, which owns approximately 8.2% of the outstanding shares of Quotient’s common stock and entered into a second cooperation agreement with Quotient in June 2023, has entered into a voting agreement with Quotient to vote their shares in favor of the transaction.

“This transaction maximizes shareholders’ risk-adjusted returns and provides shareholders immediate cash value. We believe it is in the best interest of Quotient shareholders and are pleased to support the acquisition,” said Glenn W. Welling, Founder and Chief Investment Officer of Engaged Capital.

Houlihan Lokey is serving as financial advisor to Quotient, and Paul Hastings LLP is acting as legal counsel.

PJT Partners is serving as financial advisor to Neptune, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ropes & Gray LLP are acting as legal counsel.