Citing financial difficulties, Audioboom has pulled out of its $185 million acquisition of digital audio tech firm Triton Digital. The U.K.-based podcast specialist says it was unable to raise the funds to complete the reverse takeover and that its “financial position remains uncertain.”
In announcing the withdrawal, Audioboom said it only has enough working capital to continue operations for four weeks. Shares in Audioboom remain suspended on the London Stock Exchange (AIM) pending further fundraising. The company has hired Brad Clarke to be its new chief financial officer.
On Feb. 13, in a major shakeup in the digital audio industry, Audioboom announced it would buy the share capital of Triton Digital’s parent company, Triton Digital Canada Inc., for $185 million. The combined company was to be renamed Triton Digital Group. Under the reverse takeover, Triton CEO Neal Schore was to be named president & CEO of the combined company while Audioboom CEO Robert Proctor was slated as executive director and Triton CFO Mark Rosenbaum would become executive VP and CFO.
Audioboom said it would raise around $215 million (£35 million) in new shares to fund the deal — well above its market capitalization of around $48.6 million (£35 million). Now, despite what it calls “significant demand,” Audioboom says it hasn’t been able to raise the necessary funding.
What’s more, the company says it needs more short-term financing for working capital. Even with £1,000,000 ($1.35 million) in proceeds from convertible loan notes issued April 27, Audioboom says it only has enough cash to operate for four more weeks. “The company's financial position remains uncertain pending the successful completion of the further equity funding,” Audioboom said in an announcement on Tuesday. If additional funding isn’t available, Audioboom warns “it would likely need to take actions to protect the interest of creditors, which may result in the ultimate winding up of the company.” However Audioboom says its board is “confident” that more funding will be available and it has begun efforts to secure capital.
Per the terms of the reverse takeover, Audioboom is on the hook for a breakup fee of £700,000 ($944,153) due to Triton June 13, payable in a combination of cash and stock.
In a statement, Rob Proctor, who remains Audioboom CEO, said the board is “naturally disappointed” that it was unable to raise the funds for the deal. To reduce its monthly operating costs, the company has begun efforts to consolidate its customer base, attract “more commercially viable” podcasts and trim smaller, unsustainable podcasts. “Overall Audioboom continues to run a tighter, more compact operation, which will ultimately lead to a stronger more vibrant business,” Proctor said.
Triton released the following statement from president and 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.”