LOS ANGELES and NEW YORK–BUSINESS WIRE–April 1, 2020– Rubicon Project NYSE:RUBI, the worldwide trade for advertising, and Telaria NYSE: TLRA, the complete application platform that optimizes yield for ultimate video publishers, today announced the closing in their previously announced merger, creating the world’s largest impartial sell side advertising platform, poised to capture growth in CTV. The mixed company will launch with a new name in the arriving months and in the intervening time, will continue to trade on the New York Stock Exchange under the ticker symbol RUBI. In connection with the crowning glory of the merger with Telaria, Rubicon Project granted 848,725 constrained stock units to six former Telaria workers who have become employees of the mixed agency. 394,079 of the constrained stock units vest quarterly over four years, with about 25% vesting on May 15, 2021 and the the rest vesting on each August 15, November 15, February 15, and May 15 thereafter until fully vested. The remaining 454,646 constrained stock units vest with appreciate to one half of the awards on April 1, 2021 and with recognize to the other half on April 1, 2022.
The restricted stock units were issued as employment inducement awards according to Section 303A. 08 of the NYSE Listed Company Manual, which calls for disclosure of the awards via this press unlock. This press free up may include forward searching statements, including statements based upon or concerning Rubicon Project’s and Telaria’s expectancies, assumptions, estimates, and projections. Forward searching statements may consist of, but are not limited to, statements in regards to the expected merits of the merger and our potential to capture CTV growth as a combined company. These statements are not ensures of future performance; they reflect Rubicon Project’s and Telaria’s latest views with respect to future events and are in response to assumptions and estimates and subject to known and unknown risks, uncertainties and other factors that can cause actual effects, performance or achievements to be materially different from expectancies or effects projected or implied by ahead looking statements. These risks encompass, but aren’t limited to: challenges, disruptions and charges of closing, integrating and reaching expected synergies, or that such synergies will take longer to realize than anticipated; risks that the merger and other transactions contemplated by the merger agreement disrupt present plans and operations that will harm the events’ agencies; the amount of any costs, fees, expenses, impairments and charges related to the merger; uncertainty as to the consequences of the merger on the events’ respective economic functionality; uncertainty as to the long run value of combined agency’s common stock; the business, economic and political situations in the markets in which Rubicon Project and Telaria perform; the effect of the coronavirus pandemic on the team of workers, operations, monetary effects and cash flows of the mixed agency; the combined company’s capacity to continue to grow and to manage its growth effectively; the combined agency’s means to grow innovative new applied sciences and remain market leaders; the effect on the advertising and marketing market and Rubicon Project’s and Telaria’s agencies from challenging economic circumstances or uncertainty, adding with appreciate to an endemic or other global phenomenon; the freedom of buyers and sellers to direct their spending and stock to competing sources of stock and demand; the combined agency’s capability to evolve successfully to shifts in electronic advertising and marketing; the consequences, adding loss of market share, of larger opposition in Rubicon Project’s and Telaria’s markets and extending concentration of marketing spending, including mobile spending, in a small number of very large competitors; the effects of consolidation in the ad tech industry; the attention of CTV advertising spend among a small number of large publishers; acts of competitors and other third parties that may adversely affect the mixed agency’s enterprise; the mixed agency’s potential to differentiate its offerings and compete effectively in a market trending more and more toward commodification, transparency, and disintermediation; abilities antagonistic results of malicious endeavor reminiscent of fraudulent inventory and malware; costs associated with defending intellectual property infringement and other claims; the combined company’s capability to attract and retain qualified staff and key personnel; and the combined agency’s potential to agree to, and the effect on their agencies of, evolving legal criteria and rules, especially regarding data defense and customer privacy and evolving labor criteria.
The foregoing review of critical elements aren’t be construed as exhaustive and may be read along side the other cautionary statements which are included herein and elsewhere, including the danger elements covered in Rubicon Project’s and Telaria’s newest reports on Form 10 K, Form 10 Q, Form 8‑K and other documents on file with the SEC. These ahead looking statements constitute estimates and assumptions only as of the date made. Unless required by federal securities laws, Rubicon Project and Telaria assume no legal responsibility to update any of these forward browsing statements, or to update the causes actual results could differ materially from those anticipated, to replicate circumstances or events that occur after the statements are made. Given these uncertainties, buyers aren’t place undue reliance on these ahead looking statements. Investors should read this doc with the understanding that the mixed agency’s actual future results may be materially different from what Rubicon Project and Telaria expect. Rubicon Project and Telaria qualify all in their forward shopping statements by these cautionary statements.