Taboola has agreed a recommended acquisition of London-listed advertising technology company Dianomi in a deal that could value the UK business at up to approximately £27m.
Taboola Europe, a wholly owned subsidiary of the Nasdaq-listed group, is offering 64p in cash for each Dianomi share. Shareholders will also receive a contingent consideration unit capable of delivering up to a further 24p per share if specified commercial conditions are achieved after completion.
The upfront cash component values Dianomi’s fully diluted share capital at approximately £19m. The maximum potential consideration rises to around £27m if the contingent element becomes payable in full.
The Dianomi board has unanimously recommended the transaction. Completion is expected before the end of 2026, subject to shareholder approval, court sanction, regulatory requirements, and other conditions including clearance relating to the Competition and Markets Authority.
The structure links part of the purchase price to the retention and commercial performance of selected publisher relationships. The additional consideration depends on certain Dianomi publishers entering agreements incorporating provisions from Taboola’s standard terms and on the net revenue generated through those arrangements.
There is therefore no guarantee that shareholders will ultimately receive the maximum 88p per share. The contingent component can vary between zero and 24p depending on the agreed revenue calculation.
Dianomi specialises in contextual digital advertising for business, finance, and lifestyle publishers. Founded in 2003, the company operates from London, New York, and Sydney and connects advertisers with audiences across more than 250 publishing partners.
Its network reaches more than 400m devices a month, according to the acquisition announcement, while its customers and publishing relationships include major names in financial services and international media.
Dianomi reported revenue of £27.4m for the year ended 31 December 2025, alongside an operating loss of £0.3m and a pre-tax loss of £0.8m. It held £6m in cash at the end of June 2026.
Taboola is considerably larger. The company reported $1.91bn of revenue for 2025 and reaches more than 600m daily active users through its advertising and publisher network.
The strategic rationale centres on combining that scale with Dianomi’s specialist position in finance and business publishing. Taboola operates the Realize performance advertising platform and says Dianomi would give advertisers additional access to high-intent audiences in a more specialised premium network.
The companies also argue that publishers could benefit from connecting Dianomi’s inventory with Taboola’s larger advertiser base, data resources, and technology.
The deal illustrates continuing consolidation in digital advertising as independent technology providers compete with the distribution and data advantages held by the largest internet platforms.
Specialist networks can differentiate themselves through context, publisher quality, sector expertise, and direct advertiser relationships, but scale remains important because advertisers increasingly expect platforms to combine audience reach with automated campaign optimisation and measurable performance.
Dianomi’s concentration in financial and business environments provides a defined niche. Contextual advertising is particularly relevant where advertisers value the subject matter and professional profile of an audience rather than relying solely on individual tracking or behavioural data.
The advertising market has also been adapting to changing privacy expectations and restrictions on third-party identifiers. That has increased interest in first-party publisher data and contextual signals, although large platforms continue to control a substantial share of digital advertising expenditure.
Taboola’s offer places a value on Dianomi’s publisher relationships as well as its current earnings. The contingent consideration is directly tied to the transfer of specified publisher agreements and their subsequent net revenue, reducing the amount Taboola would ultimately pay if those commercial relationships do not migrate or perform as expected.
The acquisition will be implemented through a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Taboola intends to fund the upfront consideration from existing cash resources.
If the scheme becomes effective, Dianomi will cease to operate as an independently listed AIM company and will form part of the wider Taboola group. The £19m upfront value is fixed under the recommended terms, while roughly another £8m depends on successful transfer and subsequent revenue performance across key publishing relationships.
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