Summary of the Conference Call on Zeta's Acquisition of Marigold's Enterprise Software Business Company and Industry - **Company**: Zeta Global - **Acquired Company**: Marigold Enterprise Software - **Industry**: Marketing Technology and Enterprise Software Key Points and Arguments Acquisition Overview - Zeta announced an agreement to acquire Marigold's enterprise software business for a total consideration of **$325 million**, with **$200 million** paid at close and an additional **$125 million** three months post-close, subject to adjustments [2][17] - The acquisition is expected to enhance Zeta's scale with over **100 global enterprise brands**, including **20 of the top 100 advertisers** and more than **40 Fortune 500 companies** [5][11] - Marigold's business is over **90% subscription-based** with a cost of revenue below **30%**, which is expected to be accretive to Zeta's adjusted EBITDA and free cash flow in the first year [6][10] Strategic Rationale - The acquisition aligns with Zeta's strategy to expand its enterprise messaging capabilities and loyalty business, enhancing its presence in EMEA and APAC markets [11][12] - Zeta aims to integrate Marigold's products, including Cheetah Digital, Selligent, SailThru, and LiveClicker, into its existing platform to improve customer engagement and retention [7][8] - The integration is planned to be nondisruptive, with a focus on customer continuity and enhancing the existing product offerings [9][12] Financial Metrics - Marigold's revenue is expected to contribute approximately **$190 million** to Zeta's revenue in **2026**, with a mid to high teens adjusted EBITDA margin profile [19][20] - The acquisition will increase Zeta's total recurring revenue base from approximately **50% to almost 60%** [18][20] - Marigold's cost of revenue was **less than 30%** in fiscal **2025**, compared to Zeta's **40%** in calendar **2024** [18] Integration and Growth Opportunities - Zeta plans to fully integrate Marigold's products within **12 months**, with initial integration of CDP capabilities expected within **3 to 6 months** [25][52] - The acquisition is seen as a significant opportunity to cross-sell Zeta's products to Marigold's existing customer base and vice versa, potentially doubling revenue per customer over time [14][40] - Zeta's strategy includes leveraging Marigold's loyalty offerings to enhance customer engagement and retention, with expectations of substantial returns on investment for clients [72][101] Market Position and Competition - Zeta views the loyalty market as an area with significant growth potential, competing against existing platforms like Oracle CrowdTwist and Yotpo [95][100] - The integration of loyalty data is expected to enhance Zeta's algorithms, improving customer targeting and engagement [101][102] Conclusion - The acquisition of Marigold is positioned as a strategic move to enhance Zeta's capabilities in the marketing technology space, with a focus on integration, customer retention, and growth in new markets [12][76] - Zeta reaffirms its commitment to its existing growth plans, indicating that this acquisition will be accretive to its overall business strategy and financial targets [20][110]

Zeta Signs Definitive Agreement to Acquire Marigold's Enterprise Software Business September 30, 2025 Legal Disclaimer This presentation, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for ...

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