AGC Partners Advises Appia on its Definitive Agreement to be Acquired by Mandalay Digital Group

AGC Partners is pleased to announce that its client, Appia, the leading independent mobile user acquisition network, has entered into a definitive merger agreement to be acquired by Mandalay Digital. Under the terms of the agreement, Mandalay Digital will issue at closing a number of shares and stock options to purchase its common stock equivalent to $100 million less Appia's net debt and transaction expenses (subject to working capital adjustments), at an agreed-upon value for Mandalay Digital common stock of $4.50 per common share. Based on an estimate of Appia's net debt at closing, including transaction fees and expenses, Appia stockholders would receive in the aggregate approximately 19 million shares, representing pro forma ownership of the combined company of approximately 33 percent. The transaction, which has been approved by the boards of directors of Mandalay Digital and Appia, is subject to Mandalay Digital stockholder and other customary approvals, and is expected to close in the first quarter of calendar 2015. With a team led by Jon Guido, AGC Partners acted as sole financial advisor to Appia.