The planned merger which would combine Triton Digital and audioBoom is off, according to a regulatory filing posted by audioBoom. The future of audioBoom is uncertain.
The deal, first announced by RAIN News on February 13, was predicted to close by end of April. Closing depended on a fundraising effort by audioBoom, which has fallen short. Additionally, audioBoom now owes Triton Digital a “break fee” of 700,000 British pounds ($944,459 at today’s rate).
The combined entity was meant to establish a preeminent online audio technology company that would expand the global positioning of both firms, increase operational resources, and drive acquisitions. Formally termed a “reverse acquisition,” the planned structure would have put the Triton executive team in charge, with audioBoom CEO Rob Proctor continuing to manage his podcast platform. The new entity would have been called Triton Digital Group.
It was known from the start that a fundraising campaign needed to be completed by audioBoom before closing. “However, in spite of significant demand, it has not been possible to complete the Placing,” today’s filing states. AudioBoom stock trading is still suspended, as it has been since February 13.
The status today lays out a potential emergency for audioBoom. The company did raise one-million GBP last month via convertible loan notes, but today the filing states that “further equity funding will be required as soon as possible. The proceeds from the convertible loan notes will only provide the Company with sufficient working capital for a further period of up to four weeks from today’s date.” The filing says that audioBoom’s financial position is “uncertain” and that it might need to “take appropriate cash management measures” to lengthen its timeline.
The company’s filing statement touches on the worst-case scenario (“the ultimate winding up of the Company”) but also says: “The Board is confident that further funding will be available and it has commenced immediate action in this respect.”
Triton Digital provided RAIN News with this statement from CEO Neal Schore: “While we are disappointed that audioBoom could not complete this transaction, we are very excited about our position in the thriving digital audio and podcasting ecosystem and look forward to business as usual operating as a private company. Triton Digital’s team of world class professionals are committed to the continued innovation that our clients around the world have come to expect from us. Everything we do is focused on enhancing the user experience and driving monetization for our clients, and we will continue to support our client’s growth plans by providing best in class solutions for measurement, streaming audio, podcasting and audience engagement. We wish the audioBoom team well as they execute their updated plan.”
And from audioBoom CEO Rob Proctor: “Whilst the Board is naturally disappointed that we were unable to raise the necessary funds to complete the Proposed Acquisition, I am pleased to report that our efforts to consolidate our customer base and attract more commercially viable podcasts are progressing well, with a growing proportion of our overall inventory being focussed on the lucrative in-read advertising space. The further reduction in the number of smaller, unsustainable podcasts on our platform will allow us to further reduce our monthly operating costs. Overall Audioboom continues to run a tighter, more compact operation, which will ultimately lead to a stronger more vibrant business. I look forward to updating shareholders in the near future with regards to the Company’s proposed further equity fundraising.”
Triton Digital provides a technology backbone to the streaming audio industry, operates platforms for transacting digital audio advertising, and is the leading ratings service for radio/pureplay webcasting. AudioBoom is a venerable podcast hosting company based in London, and in the last few years has specialized in developing a portfolio of original programs. Triton is currently owned by Vector Capital.