Digital Turbine Media, Inc. entered into a definitive purchase agreement to acquire 94.89% stake in Fyber N.V. (XTRA:FBEN) from Advert Finance B.V. on March 22, 2021. Total aggregate consideration for the transaction calculated for an acquisition of 100% of the outstanding shares in Fyber is?$600 million (?504.01 million) net of debt, paid as follows: (1)?$150 million (?126.02 million)?in cash to be paid at closing, subject to purchase price adjustments, (2)?$400 million?(?336 million)?in newly issued shares of common stock of Digital Turbine (NasdaqCM:APPS) common stock, parent of Digital Turbine Media, Inc. to be issued at closing, and (3) an earn-out payment of?$50 million (?42.01 million), to be paid in newly issued Digital Turbine, Inc. and/or cash, based on Fyber achieving certain future target net revenues over the twelve-month period ending on March 31, 2022. Digital Turbine Media, Inc. intends to pay the initial?$150 million?(?126.02 million) cash portion of the purchase price with a combination of available cash on hand and borrowings under its existing senior credit facility along with future capital financing. After completion of the transaction as Digital Turbine will have more than 30% stake in Fyber, Digital Turbine will launch a mandatory takeover offer for remaining shares of Fyber. Fyber will continue to operate as an independent company under the Fyber brand within Digital Turbine's enterprise. After the transaction, Digital Turbine intends to terminate Fyber's listing on the Deutsche Borse Frankfurt exchange. As of March 23, 2021, if either party terminate the agreement, that party will pay termination fee of ?30 million to other party and vice versa. Transaction is subject to certain closing conditions including merger clearances in the USA and a conversion and/or redemption of the remainder of Fyber's senior unsecured convertible bonds. The transaction is also subject to obtaining consent from Bank of America under the loan facility agreement, Loan Notes Release Letter and Waiver Letters for Bank Loans have been provided. Transaction has been approved by Fyber's executive board and supervisory board. The transaction is expected to close in the second quarter of 2021. Jefferies GmbH acted as financial advisor to Fyber. Stibbe N.V. and Dirk Besse of Morrison & Foerster LLP acted as legal advisors to Fyber N.V. Houlihan Lokey, Inc. acted as financial advisor to Digital Turbine, Inc. Digital Turbine Media, Inc. completed the acquisition of 85.9% stake in Fyber N.V. (XTRA:FBEN) from Advert Finance B.V. on May 25, 2021. Digital Turbine Media, Inc acquired 400 million shares of Fyber N.V. Fyber contributed $125.7 million (?108.59 million) during the quarter ending September 30, 2021.