Taboola com: Acquire Connexity Presentation



Forward-looking statements

Taboola (the “Company”) may, in this communication, make certain statements that are not historical facts and relate to analyzes or other information based on forecasts or future results. Examples of such forward-looking statements

include, but are not limited to, statements regarding the timing and impact of the current acquisition of Connexity, future prospects, product development and business strategies and our projections for future periods. Words such as “expect”, “estimate”, “project”, “budget”, “plan”, “anticipate”, “intend”, “plan”, “may”, “can” , “Could”, “should,” “believes”, “predicted”, “potential”, “continuing” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements . By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that predictions, forecasts, projections and the like.

forward-looking statements will not be made. You should understand that a number of factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in these forward-looking statements, including the risks set forth under “Risk Factors” in our statement. registration on Form F-4 and our other SEC documents. The Company cautions readers not to place undue reliance on forward-looking statements, which speak

only from the date of creation. The Company does not undertake or accept any obligation or commitment to publicly issue any updates or revisions to forward-looking statements to reflect any change in its expectations or any change in the events, conditions or circumstances upon which such statement is made. based.

Non-GAAP financial measures and combined financial measures; Some limitations on financial information

This press release presents certain combined financial information for Taboola and Connexity. Connexity’s financial information reflects its historical results combined (on a simple summation basis) with Skimlinks results for the periods prior to May 2020, when it acquired Skimlinks. This financial information is a mere addition of the results for Taboola and Connexity, and does not reflect the pro forma financial results in accordance with Article 11 of the SX Regulation. Such pro forma finances

the results could differ materially from those shown above.

The historical financial information of Connexity presented in this report has not been audited or reviewed by the independent auditor of Connexity. Connexity’s financial information for 2019 and 2020 is derived in part from their audited financial statements and then combined with Skimlinks financial information for all periods prior to its acquisition by Connexity in May 2020. Skimlinks financial information contained in the presentation combined are derived from unaudited sound

management reports.

Following the acquisition, the accounting and audit procedures could identify adjustments to the historical financial information of Connexity and / or Skimlinks that could be significant. In addition, Skimlinks declares almost all of its income on a

after TAC, while Connexity’s historic business reports on a gross revenue basis. We have not yet determined whether we would make any changes to their accounting policies upon acquisition; such a change could affect Connexity’s reported income and could be material. Therefore, investors should be careful about the reliance on this information.

As a private company, Connexity is not subject to the accounting standards for public enterprises and the accounting requirements of the Securities and Exchange Commission that apply to Taboola. For these reasons, Connexity’s financial information

contained in this report may not be directly comparable with the financial information of Taboola and may be subject to significant adjustments following the acquisition. However, management believes it is important to provide Connexity’s financial information to enable Taboola shareholders and others to better understand Connexity’s business and the ongoing business combination.

This presentation includes gross margin excluding TAC, Adjusted EBITDA and the ratio of Adjusted EBITDA to gross margin excluding TAC, which are non-GAAP financial measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items important to understanding and evaluating the Company’s financial results. Therefore, these measures should not be viewed in isolation or as an alternative to revenues, gross margin, net income, operating cash flows or other measures of profitability, liquidity or performance. under GAAP. You should be aware that the presentation of these measures by the company may not be comparable to

measurements used by other companies.

The Company believes that non-GAAP financial measures provide useful information to management and investors regarding future financial and business trends relating to the Company. The company believes that the use of these measures provides

an additional tool that investors can use to assess operating results and trends and to compare the company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of management judgments as to which items are excluded or included in their calculation.

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