Jumptap to be acquired by Millennial Media for $225M

Keating Capital (KIPO) announced that, on August 13, Jumptap signed a definitive merger agreement to be acquired by Millennial Media (MM) in a predominantly stock transaction. According to Millennial Media, based on its closing share price on August 9, Jumptap stockholders will receive shares of Millennial Media common stock representing approximately 22.5% of the pro forma ownership post transaction, and valuing the transaction at approximately $225M. Keating Capital invested $5M in Jumptap’s Series G convertible preferred stock on June 29, 2012. Based on the rights and preferences of the Series G preferred stock, at the closing of the merger, Keating Capital will receive shares of Millennial Media’s common stock with a value of $8.75M based on a five-day average closing price of Millennial Media’s stock prior to the closing. Accordingly, the actual number of shares to be received by Keating Capital will be determined at closing and will be equal to $8.75M divided by the five-day average closing price prior to the closing. However, pursuant to the terms of the merger agreement, approximately 10% of the shares of Millennial Media’s common stock to be received by Keating Capital will be held in escrow for a one-year period following the closing as partial security for potential stockholder indemnification obligations.