Taboola to acquire Dianomi for up to £27 million as digital advertising firms combine

LONDON — Dianomi PLC has accepted a takeover offer from Taboola.com worth up to £27 million ($36.5 million), the companies said Friday, bringing the London-based digital advertising company into the U.S.-based advertising technology group.

Under the terms of the deal, Taboola Europe Ltd., a wholly owned subsidiary of Taboola, will pay 64 pence in cash for each Dianomi share, valuing the company at about £19 million. Shareholders will also receive a contingent consideration unit that could provide an additional 24 pence per share, putting the potential value of the offer at 88 pence per share, or £27 million.

Dianomi shares rose 74% to 66 pence in London trading Friday morning, according to market data.

The additional payment is conditional on Dianomi’s publishing clients agreeing to incorporate certain provisions from Taboola’s standard terms into their agreements.

Dianomi’s board unanimously recommended the offer, while shareholders representing 75.3% of the company’s total shares have already agreed to the transaction. That figure includes the 10.4% stake held by Dianomi directors.

“As the digital advertising market continues to evolve, we believe the combination with Taboola will provide Dianomi with the additional scale, technology and resources to compete and grow in this changing market,” Dianomi Co-Founder and Chief Executive Rupert Hodson said.

“The Dianomi board believes the acquisition represents an attractive outcome for shareholders and creates a strong platform for the future of the business,” Hodson said.

Dianomi, which is based in London, provides digital advertising services primarily in the finance and lifestyle sectors. Its clients include Charles Schwab, Invesco and Baillie Gifford, while its advertising is displayed across media outlets including Reuters, CNN Business, The Times and The Wall Street Journal.

The company reported earlier this month that its pretax loss narrowed to £287,000 in the six months ended June 30, compared with a loss of £694,000 in the same period a year earlier. Revenue increased marginally to £13.4 million.

The proposed acquisition expands on Taboola’s existing presence in digital advertising. New York-based Taboola operates the Realize advertising technology platform, which is used by publishers including NBC News and Yahoo.

Taboola had previously told advertising and publishing partners that Dianomi was a natural fit with its business, citing overlap between the companies’ publisher and advertiser networks.

“Dianomi brings endemic, high-intent audiences to premium publishers across key verticals, enhancing the high-quality inventory we will be able to offer,” Taboola Chief Business Officer Krishan Bhatia said in a letter to partners.

For Taboola publishers, Bhatia said Dianomi’s base of blue-chip advertisers would add to the advertiser pool already available through Taboola. The companies have also said the combination would provide advertisers with access to a broader network of publishers.

The transaction is governed by the U.K. Takeover Code. Taboola previously said it hoped the acquisition would become effective by the end of 2026 and that there would be no immediate change to how advertisers and publishers work with the companies during the transaction period.

The deal comes as digital advertising companies seek greater scale in an increasingly technology-driven market, with publishers and advertisers relying on platforms that connect advertising demand with targeted audiences across online media.