Quotient Signs Definitive Agreement to Acquire Crisp Mobile

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Combined company expands Quotient’s capabilities in shopper marketing

MOUNTAIN VIEW, Calif.–(BUSINESS WIRE)–Quotient
Technology Inc.
 (NYSE:QUOT), a leading digital promotions, media and
analytics company that connects brands, retailers and shoppers, today
announced that it has signed a definitive agreement to acquire Crisp
Media, Inc.
, which does business as Crisp Mobile. A mobile marketing
and advertising company, Crisp has a proven track record of delivering
successful shopper marketing campaigns for consumer packaged goods
brands (CPGs) and retailers. Crisp’s deep mobile media expertise,
coupled with its advanced technology platform, complements Quotient’s
existing promotions and media offerings and is expected to position
Quotient to better take advantage of what’s predicted to become a nearly
$19.0 billion market1 in the next few years.


“Crisp is a natural fit for Quotient as we expand our efforts in shopper
marketing,” said Mir Aamir, President and Chief Operating Officer of
Quotient. “We believe the power of our retail network and proprietary
shopper data, combined with Crisp’s ability to create and deliver
premium and effective mobile ads for CPG brands, puts us in a strong
position as the industry rapidly shifts to digital. Additionally, Crisp
expands and strengthens our ability to attribute media campaigns to
in-store sales.”

Already, Crisp has strong relationships with leading ad agencies and
CPGs in the US, working with them to drive in-store sales at specific
retailers through interactive mobile advertising. Crisp’s platform
seamlessly links data, personalized creative messages and analytics to
reach the right shoppers at the right moment on their path to purchase.

Shopper marketing, long the realm of end-of-aisle promotions and
point-of-purchase signage, has rapidly transformed as shopper marketing
teams turn to mobile to reach shoppers with key product offers and
messages before they shop, in store, and after they shop. That is
exactly what Crisp has become so skilled at doing.

“We’re thrilled to join Mir, Steven and the Quotient family,” said Jason
Young, CEO of Crisp. “There is tremendous opportunity within shopper
marketing to reach millions more shoppers digitally than traditional
tactics can provide, and we believe Quotient’s scale, solutions and data
will make a great combination with the mobile shopper activation
business we’ve built at Crisp over the last several years.”

While Crisp will operate as its own brand, Quotient will take advantage
of the natural synergies. Young, who comes with 20 years of media
experience at Ziff Davis Inc., where he ran the digital media business
and eventually served as CEO, will continue to run the team. He will
report to Mr. Aamir.

Crisp is headquartered in New York City, with field representatives at
key locations, including Bentonville, Arkansas; Chicago, Minneapolis,
Dallas and Atlanta. Crisp is backed by Meritage Funds, Intel Capital and
EDB Investments.

Acquisition Details

The Company will pay approximately $33.0 million in upfront
consideration, comprising cash and stock of $20.0 million and $13.0
million respectively (approximately 1.2 million shares valued based on a
90-day volume weighted average trading price) subject to certain
adjustments at closing. Additionally, contingent consideration of up to
$24.5 million in cash may become payable upon the achievement of certain
financial metrics over a period of one year after closing. The deal is
expected to close by the end of Q2 2017.

Conference Call Information

Management will host a conference call and live webcast to further
discuss the acquisition during its Q1 2017 earnings call today at 4:30
p.m. EDT/ 1:30 p.m. PDT. Questions that investors would like to see
asked during the call should be sent to ir@quotient.com.

To access the call, please dial (877) 201-0168, or outside the U.S.
(647) 788-4901, with Conference ID# 1823085 at least five minutes prior
to the 1:30 p.m. PDT start time. The live webcast and accompanying
presentation can be accessed on the Investor Relations section of
Quotient’s website at: http://investors.quotient.com/.
A replay of the webcast will be available on the website following the
conference call.

Forward-Looking Statements

This press release contains forward-looking statements concerning
Quotient’s current expectations and projections about future events and
financial trends affecting its business. Forward looking statements in
this press release include Quotient’s current expectations with respect
to the acquisition of Crisp and Quotient’s expectations regarding the
future demand and behavior of consumers, retailers and CPGs, including
the shift to digital. Forward-looking statements should not be read as
guarantees of future performance or results, and will not necessarily be
accurate indications of the times at, or by, which such performance or
results will be achieved. Forward-looking statements are based on
information available to Quotient’s management at the date of this press
release and its management’s good faith belief as of such date with
respect to future events, and are subject to risks and uncertainties
that could cause actual performance or results to differ materially from
those expressed in or suggested by the forward-looking statements.
Important factors that could cause such differences include, but are not
limited to, Quotient’s financial performance, including its revenues,
margins, costs, expenditures, growth rates and operating expenses, and
its ability to generate positive cash flow and become profitable; the
financial and business impact of the acquisition of Crisp; the amount
and timing of digital promotions by CPGs, which are affected by budget
cycles, economic conditions and other factors; Quotient’s ability to
adapt to changing market conditions, including Quotient’s ability to
adapt to changes in consumer habits, Quotient’s ability to negotiate fee
arrangements with CPGs and retailers; the impact of mobile on Quotient’s
platform; Quotient’s ability to maintain and expand the use by consumers
of digital promotions on its platforms; Quotient’s ability to
effectively manage its growth; Quotient’s ability to successfully
integrate acquired companies into its business; Quotient’s ability to
develop and launch new services and features; and other factors
identified in Quotient’s filings with the Securities and Exchange
Commission (the “SEC”), including its annual report on Form 10-K filed
with the SEC on February 16, 2017. Additional information will also be
set forth in Quotient’s future quarterly reports on Form 10-Q, annual
reports on Form 10-K and other filings that Quotient makes with the SEC.
Quotient disclaims any obligation to update information contained in
these forward-looking statements whether as a result of new information,
future events, or otherwise.

About Quotient Technology Inc.

Quotient
Technology Inc.
 (NYSE: QUOT) is a leading digital promotion, media
and analytics company that connects brands, retailers and consumers. We
distribute digital coupons and media through a variety of products,
including digital paperless coupons, digital printable coupons, coupon
codes and card-linked offers. We operate Quotient Retailer iQ™, a
digital coupon platform that connects into a retailer’s point-of-sale
system and provides targeting and analytics for manufacturers and
retailers. Our distribution network includes our flagship site and app,
Coupons.com, as well as Grocery iQ™, Shopmium™ and our thousands of
publisher partners. We serve hundreds of consumer packaged goods
companies, such as Clorox, Procter & Gamble, General Mills
and Kellogg’s, as well as top retailers such as Albertsons Companies,
CVS, Dollar General, Kroger and Walgreens. Founded in 1998, Quotient is
based in Mountain View, Calif. Learn more at Quotient.com,
and follow us on Twitter @Quotient.

About Crisp

Crisp has over 15 years’ experience in delivering marketer content via
mobile devices. Crisp’s exclusive focus on the Retail and CPG markets
means that only Crisp has both the deep vertical knowledge and the
proven ability to activate shoppers on the device they use most often:
their mobile phone. Crisp provides the industry’s first end-to-end
mobile customer activation platform to deliver radically improved mobile
experiences for shoppers and marketers alike. These unrivaled
experiences, along with a proven ability to deliver results, have made
Crisp a trusted partner to many of today’s largest retail and CPG brands.

1 “U.S. Brand Activation Marketing Forecast (2016-2020): Key
Findings Report.” Association of National Advertisers and PQ Media,
April 2016.

Contacts

Media Contacts:
Quotient Technology Inc.
Tessa Chen,
650-396-8821
Sr. Communications Manager
Press@quotient.com
or
DKC
Communications
Angela Nibbs, 415-644-8832
Vice President
Quotient@dkcnews.com
Investor
Relations Contact:

Stacie Clements, 650-605-4535
Vice
President, Investor Relations
ir@quotient.com