“The aggregate of Rubicon Project and Telaria will set up the realm’s biggest, autonomous sell side advertising platform with scale, functions and solutions unmatched by the competition,” said Michael Barrett, President and CEO of Rubicon Project. “This transformative aggregate builds on our dedication to trust and transparency and accelerates our approach to provide buyers and sellers with a single route to every format and channel adding CTV. We couldn’t be more excited concerning the future as two for my part strong industry leaders with complementary assets and cultures come together to create a market leader that we think will generate giant opportunities for our personnel, consumers, partners, and stockholders worldwide. ”“Our agencies are highly complementary, and when mixed, are a powerful, strategic choice to the walled gardens, which were frustrating both buyers and dealers due to their lack of transparency, innovation bottlenecks, and conflicted commercial enterprise models,” stated Telaria CEO, Mark Zagorski.
“The two corporations will supply more technology substances, a broader geographic footprint and deeper monetary assets to attack the creating opportunity created by the shift from linear viewing to CTV to the improvement of our clientele and in aid of a thriving open internet. For our stockholders, we believe this merger allows us to accelerate our growth, while offering additional supplies to build up investment and continue to scale our industry preferable CTV era. For our personnel, here is a chance for advancement and to totally notice the capacity of what we’ve got built these past few years in a scaled, omnichannel platform. ”The World’s Largest Independent Sell Side Advertising Platform: The mixture of Rubicon Project’s programmatic scale and experience with Telaria’s management in CTV generation and top class partnerships, will create the world’s largest autonomous sell side advertisements platform. The result will enable publishers to monetize across all auction types and codecs including CTV, laptop reveal, video, audio, and mobile. Together, the combined company will offer publishers a transparent alternative that helps the open cyber web and adds more manage over how they manage their agencies.
Positioned to Capture the Growing CTV Opportunity: CTV is the quickest developing digital medium, and an expanding amount of CTV viewing is ad supported. CTV offers advertisers the top class environment of tv and the more suitable advertising capabilities of digital media. As with all electronic media, CTV advertisements is poised to be almost absolutely programmatically transacted in the near future. Driven by Telaria’s preferable market role and era expertise, the mixture of the 2 corporations will provide additional engineering and sales materials, a broader geographic footprint and deeper economic assets to seize the CTV opportunity — to the advantage of our clientele and in aid of a thriving open web. Rubicon Project and Telaria will host a conference call today, December 19th at 8:00 a. m.
ET to discuss the transaction. Callers may access the convention call via the investor kin page of every manufacturer’s online page at and ; or callers in North America may dial 1 844 875 6911 and callers outside North America may dial 1 412 902 6511. A replay of the decision might be archived on the firms’ internet sites and available until January 2, 2020 via phone replay at 1 877 344 7529 or 1 412 317 0088 using access code 10137677. This conversation may be deemed to be solicitation material in appreciate of the proposed merger involving The Rubicon Project, Inc. “Rubicon Project” and Telaria, Inc.
“Telaria”. In reference to the proposed merger, Rubicon Project intends to file with the US Securities and Exchange Commission “SEC” a registration observation on Form S 4 containing a proxy remark/prospectus. After the registration statement has been declared helpful by the SEC, the definitive proxy commentary/prospectus can be brought to stockholders of Rubicon Project and Telaria. SECURITY HOLDERS OF RUBICON PROJECT AND Telaria ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders might be capable of obtain copies of the registration statement and proxy remark/prospectus when available and other files filed by Rubicon Project and Telaria, without charge, throughout the web page maintained by the SEC at . Copies of documents filed with the SEC by Rubicon Project can be made available free of charge on Rubicon Project’s web page at under the link “Investor” and then under the heading “Financials and Filings” and the subheading “SEC Filings.
” Copies of files filed with the SEC by Telaria could be made available free of charge on Telaria’s web page at https://Telaria. com/ under the link “Investor Relations” and then under the heading “SEC Filings. ”Rubicon Project and Telaria and their respective administrators and executive officials may be deemed to be contributors in the solicitation of proxies from the holders of Rubicon Project common stock and Telaria common stock in respect of the proposed transaction. Information about Rubicon Project’s directors and govt officials is set forth in the proxy statement for Rubicon Project’s 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 5, 2019. Information about Telaria’s administrators and govt officials is set forth in the proxy observation for Telaria’s 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 24, 2019.
Additional counsel regarding the participants in the proxy solicitation and a description of their direct and indirect pursuits, through securities holdings or in a different way, could be inside the proxy remark/prospectus and other applicable constituents to be filed with the SEC concerning the proposed merger after they become available. Investors should read the joint proxy remark/prospectus cautiously when it turns into accessible before making any voting or funding choices. This press release may include forward shopping statements, including statements based upon or concerning Rubicon Project’s and Telaria’s expectancies, assumptions, estimates, and projections. In some cases, that you would be able to identify forward searching statements by terms reminiscent of “may,” “might,” “will,” “goal,” “intend,” “should,” “could,” “can,” “would,” “expect,” “think,” “design,” “expect,” “estimate,” “predict,” “capacity,” “plan” or the terrible of those terms, and similar expressions. Forward looking statements may come with, but are not limited to, statements regarding anticipated financial performance, including, without hassle, revenue, advertisements spend, non GAAP loss per share, profitability, net income loss, Adjusted EBITDA, sales per share, and cash flow; strategic objectives, including focus on header bidding, mobile, video, Demand Manager, and private industry alternatives; investments in Rubicon Project’s or Telaria’s business; advancement of Rubicon Project’s or Telaria’s technology; creation of new choices; the impact of transparency tasks Rubicon Project or Telaria may undertake; the impact of Rubicon Project’s or Telaria’s traffic shaping technology on their agencies; the outcomes of cost reduction projects; scope and length of client relationships; the charges Rubicon Project or Telaria may charge in the future; business mix and growth of Rubicon Project’s or Telaria’s mobile, video and private industry choices; sales growth; client usage of Rubicon Project’s or Telaria’s offerings; Rubicon Project’s or Telaria’s aggressive differentiation; Rubicon Project’s or Telaria’s market share and leadership position in the industry; market circumstances, trends, and alternatives; user reach; sure statements concerning future operational performance measures adding ad requests, fill rate, paid impressions, average CPM, take rate, and advertising spend; benefits from supply path optimization; expected merits of the merger, adding anticipated synergies and price mark downs caused by the merger; the expected timing of entirety of the merger; estimated costs linked to such transactions; and other statements that are not historical facts.
These statements are not guarantees of future performance; they replicate Rubicon Project’s and Telaria’s current views with appreciate to future events and are in response to assumptions and estimates and concern to known and unknown risks, uncertainties and other factors that can cause actual effects, performance or achievements to be materially diverse from expectancies or effects projected or implied by ahead searching statements. These risks include, but aren’t limited to: prevalence of any event, change or other cases which could give rise to the termination of the merger agreement or the failure to fulfill the final circumstances; the possibility that the consummation of the proposed transactions is not on time or does not occur, adding the failure of the events’ stockholders to approve the proposed transactions; uncertainty as as to if the parties may be able to comprehensive the merger on the terms set forth in the merger contract; uncertainty concerning the timing of the receipt of required regulatory approvals for the merger and the chance that the events may be required to accept conditions that could reduce or eliminate the anticipated merits of the merger as a situation to acquiring regulatory approvals or that the necessary regulatory approvals may not be received at all; the effect of any legal court cases that have been or may be instituted towards the parties or others following announcement of the transactions pondered by the merger contract; challenges, disruptions and costs of closing, integrating and reaching predicted synergies, or that such synergies will take longer to become aware of than anticipated; risks that the merger and other transactions pondered by the merger agreement disrupt latest plans and operations that can harm the events’ businesses; the volume of any costs, fees, expenses, impairments and costs related to the merger; uncertainty as to the consequences of the announcement or pendency of the merger on the market price of the parties’ respective common stock and/or on their respective monetary functionality; uncertainty as to the long term value of Rubicon Project’s and Telaria’s common stock; the enterprise, economic and political situations in the markets in which Rubicon Project and Telaria perform; Rubicon Project’s and Telaria’s capability to continue to grow and to administer their growth effectively; Rubicon Project’s and Telaria’s ability to develop cutting edge new applied sciences and remain market leaders; the effect on the commercials market and Rubicon Project’s and Telaria’s agencies from complicated financial situations or uncertainty; the liberty of buyers and sellers to direct their spending and stock to competing resources of inventory and insist; Rubicon Project’s and Telaria’s ability to evolve successfully to shifts in digital advertising; the outcomes, adding lack of market share, of increased competition in Rubicon Project’s and Telaria’s markets and increasing attention of commercials spending, including mobile spending, in a small number of very large opponents; the effects of consolidation in the ad tech industry; acts of opponents and other third events that can adversely affect Rubicon Project’s and Telaria’s agencies; Rubicon Project’s and Telaria’s ability to distinguish their choices and compete effectively in a market trending more and more toward commodification, transparency, and disintermediation; capacity adverse outcomes of malicious pastime equivalent to fraudulent stock and malware; costs linked to protecting intellectual belongings infringement and other claims; Rubicon Project’s and Telaria’s ability to appeal to and retain certified employees and key staff; and Rubicon Project’s and Telaria’s capability to comply with, and the effect on their agencies of, evolving legal standards and laws, especially regarding data protection and customer privacy and evolving labor standards. The foregoing review of crucial elements aren’t be construed as exhaustive and will be read together with the other cautionary statements which are covered herein and elsewhere, adding the danger elements blanketed in Rubicon Project’s and Telaria’s newest reviews on Form 10 K, Form 10 Q, Form 8‑K and other documents on file with the SEC. These ahead browsing statements constitute estimates and assumptions only as of the date made. Unless required by federal securities laws, Rubicon Project and Telaria assume no obligation to update any of these ahead searching statements, or to update the causes actual results could differ materially from those expected, to replicate cases or events that occur after the statements are made.
Given these uncertainties, traders are usually not place undue reliance on these ahead shopping statements. Investors should read this doc with the understanding that Rubicon Project’s and Telaria’s actual future results may be materially diverse from what Rubicon Project and Telaria expect. Rubicon Project and Telaria qualify all of their ahead browsing statements by these cautionary statements.