RhythmOne shareholders will receive 28 new Taptica shares for every 33 shares held, according to AIM-listed Taptica, which serves the likes of Amazon.com, Disney and Twitter.

Taptica had last week offered 16 new shares in exchange for 19 RhythmOne shares.

Taptica sees value in U.S.-based internet TV provider YuMe, owned by RhythmOne, working alongside Taptica's Tremor Video, a platform which matches advertisers with their desired audiences.

Taptica bought Tremor Video's Demand-Side Platform in August to push into the United States and Japan-based Adinnovation in July.

Taptica said the RhythmOne deal already had the backing of 46.6 percent shareholders of Taptica and 50.95 percent of RhythmOne.

The combined company plans to launch a $15 million discretionary share buyback programme immediately following completion of the offer.

(Reporting by Arathy S Nair and Devika Syamnath in Bengaluru; Editing by Gopakumar Warrier)