Limelight Networks, Inc. (NasdaqGS:LLNW) executed a non-binding term sheet to acquire EdgeCast, Inc. from Yahoo Inc. for approximately $320 million on January 6, 2022. Limelight Networks, Inc. entered into a definitive agreement to acquire EdgeCast, Inc. from Yahoo Inc. on March 6, 2022. Limelight will acquire all of the outstanding shares of common stock of Edgecast and issue 71.9 million Common Shares. Limelight will also issue additional 12.7 million shares of Limelight representing up to an additional $100 million in consideration, over the period ending on the third anniversary of the closing of the transaction, subject to the achievement of certain share-price targets. Upon closing of the transaction, current Limelight stockholders will own approximately 68.1% of the combined company. In anticipation of the transaction, Limelight will rebrand as Edgio, with the combined company continuing to operate as Edgio following close. After the completion of the transaction, right, title and interest in and to all of the outstanding shares of common stock of Edgecast and certain subsidiaries of Edgecast will be owned by an indirect, wholly-owned subsidiary of Limelight. Upon termination of the Purchase Agreement in accordance with its terms, Limelight will be required to pay reverse termination fee of $9 million. Edgecast generated $285 million in revenue and adjusted EBITDA of -$1 million in 2021. Apollo Partner Reed Rayman will join the combined company's Board of Directors. Robert Lyons will continue to lead Edgio as Chief Executive Officer after the combination, and its Board of Directors, which will expand to nine members post-closing. Bob Lyons will lead Edgio as the Chief Executive Officer of the combined company.

Agreement is subject to customary closing conditions, including, among other things, (i) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law or order restraining, enjoining or otherwise that prohibiting the consummation of the Transaction and (iii) approval of the issuance of Shares pursuant to the Purchase Agreement by the Limelight stockholders. Transaction is also subject to receipt of regulatory approvals and the satisfaction of other customary closing conditions. The Purchase was unanimously approved by the board of directors of Limelight and EdgeCast.

Transaction is currently expected to close in the second half of 2022. Transaction is expected to complete the transaction in summer 2022. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider and Joshua Zachariah and Nathan Hagler of Goodwin Procter LLP acted as legal advisors to Limelight Networks, Inc. Evercore L.P. and RBC Capital Markets, LLC acted as financial advisors and Taurie M. Zeitzer, Justin S. Rosenberg, Richard Quay, Brad Okun, Mark Wlazlo, Danielle Penhall, Gregory Ezring, Manuel Frey, Brad Finkelstein, Tracey Zaccone, David Sobel, Jarrett Hoffman, Ron Aizen, Charles Googe, Marisa Geiger, Peter Fisch, Peter Jaffe, Steven Herzog of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to EdgeCast, Inc. Limelight retained Innisfree M&A Inc. to provide investor response services and assist in the solicitation of proxies at a solicitation fee of up to $30,000 plus related reasonable out-of-pocket expenses. American Stock Transfer & Trust Company, LLC acted as transfer agent to Limelight.