Walmart Agrees To Acquire VIZIO HOLDING CORP.

To Facilitate Accelerated Growth of Walmart Connect through VIZIO’s SmartCast Operating System. Advertising revenue from VIZIO’s innovative and customer-centric operating system accounts for the majority of the company’s growth in the last five years

February 20, 2024

Press Release

BENTONVILLE, Ark., and IRVINE, Calif., Feb. 20, 2024 — Today, Walmart and VIZIO announced they have entered into an agreement for Walmart to acquire VIZIO for $11.50 per share in cash, equating to a fully diluted equity value of approximately $2.3 billion.

The acquisition of VIZIO and its SmartCast Operating System (OS) would enable Walmart to connect with and serve its customers in new ways including innovative television and in-home entertainment and media experiences. It would also create new opportunities to help advertisers connect with customers, empowering brands with differentiated and compelling opportunities to engage at scale and to realize greater impact from their advertising spend with Walmart. The combination would be expected to further accelerate Walmart’s media business in the U.S., Walmart Connect, bringing together VIZIO's advertising solutions business with Walmart’s reach and capabilities. These benefits would be further strengthened by the growth of connected TV platforms and Walmart’s industry-leading TV panel sales.

“There is a lot to be excited about with this acquisition,” said Seth Dallaire, executive vice president and chief revenue officer, Walmart U.S. “We believe VIZIO’s customer-centric operating system provides great viewing experiences at attractive price points. We also believe it enables a profitable advertising business that is rapidly scaling. Our media business, Walmart Connect, is helping brands create meaningful connections with the millions of customers who shop with us each week. We believe the combination of these two businesses would be impactful as we redefine the intersection of retail and entertainment.”

Since its founding in 2002, VIZIO’s mission has been to deliver immersive entertainment and innovative connected home devices to consumers at great value. In recent years, VIZIO’s growing device ecosystem and its Smart TV operating system, SmartCast, have amassed over 18 million active accounts growing approximately 400 percent since 2018. VIZIO has built this customer-centric platform on its devices enabling users to stream content for free by watching ads. Building on this foundation, VIZIO created an advertising business that has continued to grow while enabling marketers to reach consumers at scale. VIZIO’s platform has over 500 direct advertiser relationships, including many of the Fortune 500. VIZIO’s Platform+ business, which consists largely of its advertising business, now accounts for a majority of the company’s gross profit.

“We believe this is the ideal next chapter in VIZIO’s history. By bringing our capabilities and resources together, we’ll drive innovation and create even more value for our customers,” said William Wang, chief executive officer of VIZIO. “Walmart’s approach is aligned with VIZIO’s mission and vision, and our technology will help bring a scaled, connected TV advertising platform to Walmart Connect. This transaction delivers immediate and compelling value to VIZIO stockholders and is a true testament to the hard work of the entire VIZIO team.”

Walmart Connect, the retailer’s closed-loop omnichannel media business, grew 30 percent for fiscal year 2024. The business offers Walmart suppliers and sellers attractive opportunities to reach their desired customers no matter where, how, and when they shop. The company continues to innovate to bring to life distinct omnichannel solutions for advertisers of all sizes and accelerate shared growth.

Transaction Details

• The transaction is subject to regulatory clearance and other closing conditions specified in the merger agreement.
• VIZIO’s Board of Directors has unanimously approved the transaction.
• VIZIO stockholders (including Mr. Wang and his affiliates) holding approximately 89% of the voting power of VIZIO’s outstanding common shares have approved the transaction. No other stockholder approval is required to complete the transaction.
• VIZIO has the right to terminate the transaction within a 45-day period if, subject to the terms and conditions of the merger agreement, VIZIO receives and accepts a “Superior Offer” as defined in the merger agreement.
• Upon completion of the transaction, VIZIO’s Class A common stock will no longer be publicly listed.
• Due to certain transaction-related costs associated with the acquisition, including for talent retention and technology integration, Walmart expects the transaction to be slightly dilutive to EPS in the near term.
• To finance the acquisition, Walmart plans to use cash and/or debt. The transaction is not subject to a financing condition.
• IRR for this transaction is expected to be ahead of Walmart’s reported ROI.
• Following the completion of the transaction, VIZIO’s business will be reported as part of the Walmart U.S. segment.