T-Mobile to Acquire Vistar Media, Fueling Better Ad Experiences for Consumers and More Effective Products for Advertisers

The combination of T-Mobile Advertising Solutions' products and Vistar's leading digital-out-of-home advertising marketplace and platform will usher in a new era of relevant, measurable and engaging ads

T-Mobile (NASDAQ:TMUS) today announced that it has entered into a definitive agreement to acquire Vistar Media, the leading provider of technology solutions for digital-out-of-home (DOOH) advertisements reaching millions of consumers throughout their daily lives.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250112447594/en/

T-Mobile has entered into a definitive agreement to acquire Vistar Media, the leading provider of technology solutions for digital-out-of-home advertisements. (Graphic: Business Wire)

Through the T-Mobile Advertising Solutions business, T-Mobile will acquire all of Vistar's industry-leading capabilities. This includes its intelligent marketplace and technology solutions for buying, selling and managing media campaigns across a global network of more than 1.1 million digital screens provided by nearly 370 OOH media owners and serving more than 3,000 brand partner advertisers.

This combination will help transform the DOOH industry by leveraging Vistar's end-to-end ad-tech platform and scale, together with T-Mobile's unique customer insights and data. As a top marketer, connectivity provider and one of the largest physical in-store retail media network operators, T-Mobile will help marketers and advertisers reach consumers with more addressable and measurable solutions, delivering greater efficiency and ROI, while enhancing the consumer experience with more meaningful and engaging content.

"T-Mobile is always envisioning new ways to deliver for consumers and we see a tremendous opportunity to provide more relevant and personalized advertising," said JP Colaco, SVP & Chief T-Ads Officer, T-Mobile. "Combining T-Mobile's customer-centric approach and its expertise as one of the nations most scaled marketers, with Vistar's leading out-of-home technology means advertisers can easily place their ads where they know their audience will be, improving every step of the customer journey. Together with Vistar, T-Mobile will deliver advertising solutions built by marketers, for marketers."

"We are excited to join T-Mobile, a brand that truly understands the power and potential of out-of-home advertising," said Michael Provenzano, CEO & Co-Founder of Vistar Media. "For 13 years, Vistar has pioneered using technology and data to transform OOH into a strategic and measurable channel. T-Mobile's belief in the future of OOH - and their decision to acquire Vistar - underscores the strength of this channel. Together, we have the opportunity to enhance our offerings for customers and partners globally, and inspire brands to think bigger and redefine how they engage with audiences in the real world."

DOOH represents a unique, useful, and dynamic channel for advertising in an increasingly digital world. According to eMarketer's forecast, DOOH ad spending in 2025 will account for over one-third of the nearly $10 billion spent on OOH advertising in the U.S. The timing is perfect for this transformation as digital screens still represent a small percentage of the overall OOH advertising market and are becoming more accessible.

T-Mobile will pay approximately $600 million in cash, subject to closing adjustments. The transaction is expected to close in Q1 2025, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Post close, the transaction is expected to be slightly accretive to EBITDA and represents additional upside to the company's financial guidance shared during the company's Capital Markets Day.

T-Mobile continues to expect to return up to $14 billion as part of its 2025 Shareholder Return Program. Depending on the actual timing of close for the company's announced and still pending transactions, along with the company's liquidity position and other capital allocation priorities, the company may consider allocating additional capital to the 2025 Shareholder Return Program.

For more information on how brands can give their audiences a better advertising experience, visit https://www.t-mobile.com/advertising-solutions.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain forward-looking statements concerning T-Mobile and the proposed transaction to acquire Vistar Media. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words "plan," "anticipate," "believe," "estimate," "expect," "intend," "may," "could" or similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including anticipated future financial and operating results, T-Mobile's objectives, expectations and intentions, and the expected timing of completion of the proposed transaction. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure to satisfy any of the conditions to the proposed transaction on a timely basis or at all; the occurrence of events that may give rise to a right of one or both of the parties to terminate the definitive agreements; adverse effects on the market price of T-Mobile's common stock and on T-Mobile's operating results because of a failure to complete the proposed transaction in the anticipated timeframe or at all; negative effects of the pendency or consummation of the proposed transaction on the market price of T-Mobile's common stock and on T-Mobile's operating results; the risk of litigation or regulatory actions; the possibility that T-Mobile may not fully realize the projected benefits of the proposed transaction within expected timeframes or at all; business disruption during the pendency of or following the proposed transaction; diversion of management time from ongoing business operations due to the proposed transaction; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk that the proposed transaction and its announcement generally could have an adverse effect on the ability of T-Mobile or Vistar Media to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and other risks and uncertainties detailed in T-Mobile's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including in the sections thereof captioned "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements," as well as in its subsequent reports on Form 8-K and Form 10-Q, all of which are filed with the SEC and available at www.sec.gov and www.t-mobile.com. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements. T-Mobile assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law. References to our and the SEC's website are inactive textual references only. Information contained on our and the SEC's website is not incorporated by reference in this communication and should not be considered to be a part of this communication.

Advisors

Allen & Company LLC is serving as T-Mobile's financial advisor on the transaction with Cleary Gottlieb Steen & Hamilton LLP serving as T-Mobile's legal counsel. Global investment bank, Canaccord Genuity, advised Vistar Media on the transaction, with Lowenstein Sandler LLP. Serving as Vistar Media's legal counsel.

About T-Mobile US, Inc.

T-Mobile US, Inc. (NASDAQ:TMUS) is America's supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile's customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile, and Mint Mobile. For more information please visit: https://www.t-mobile.com.

About Vistar Media

Vistar Media is the home of out-of-home – providing brands, marketers and media owners with the world's first truly intelligent platform for buying and selling OOH. Vistar hosts the world's most extensive digital out-of-home inventory globally, offering the scale, data and expertise that allow brands to capture a better kind of attention. With a full suite of platforms to choose from – demand-side platform, supply-side platform, ad server and Cortex device management system – Vistar has built the world's largest marketplace for OOH transactions. Headquartered in New York, Vistar has a presence in more than 30 countries, working with hundreds of brand marketers and media owner networks to power an OOH that's both timeless and future-proof. For more information, visit www.vistarmedia.com or follow us on LinkedIn and Facebook.

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T-Mobile US, Inc. Media Relations

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Vistar Media Relation

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