“The team at Chango has done an incredible job engineering and deploying their intent advertising and marketing generation; they have built great products and a stellar team,” commented Frank Addante @FrankAddante, CEO, Founder and Chief Product Architect, Rubicon Project. “Chango’s technology brings key phrase, contextual focused on and retargeting to premium display, mobile and video commercials. This will enable us to bring intent advertising budgets to an unbiased, open market that serves premium buyers and sellers at scale for the first time. Our mixed functions may also help to grow and innovate, while also fueling a rapid acceleration of Rubicon Project’s overall Buyer Cloud business, advancing our era roadmap and team build out by more than twelve months.
”Chango’s era – processing 1 trillion page views per month and billions of search events from engines equivalent to Google, Yahoo!and Bing – mixed with Rubicon Project’s infrastructure and top rate footprint of buyers and sellers will enable the data processing era to be brought to market on a large scale. While fundamental keyword search can indicate a basic level of intent, Chango’s technology takes basic key phrase search data and provides ads to consumers in keeping with both the preliminary search, plus the contextual data from the content on a domain or software’s page. The fruits for marketers is an advanced integration of search keyword and top class contextual focused on features. The acquisition also will enable Rubicon Project to expand its price offerings one day, evolving from a purely CPM cost per thousand impressions model to include CPC cost per click and CPA cost per acquisition offerings presently under improvement by Chango. “Rubicon Project has been the leader in advertisements automation since its inception in 2007,” commented Chris Sukornyk @sukornyk, CEO and Founder of Chango. “Joining the Rubicon Project team will enable us to collectively provide buyers and sellers with a more finished way of shopping for and promoting top class ads.
This deal will enable us to leverage Rubicon Project’s large reach of dealers, buyers and customers to accelerate our mixed market share and bring intent advertising and marketing to top class reveal, mobile and video ads at an excellent greater scale. ”Rubicon Project will host a conference call on March 31, 2015 at 2:00 PM PT / 5:00 PM ET to discuss its proposed acquisition of Chango. To access the convention call by telephone, interested events should dial 877 201 0168 domestic or 647 788 4901 international and use conference ID 15677377. A telephonic replay of the convention call could be available for one week. To access the telephonic replay, interested events should dial 855 859 2056 domestic or 404 537 3406 international and use conference ID 15677377. An audio webcast of the convention call will even be accessible within the “Events and Presentations” section of Rubicon Project’s investor members of the family web site.
This press unencumber and administration’s prepared feedback during the convention call noted above come with, and administration’s answers to questions in the course of the convention call may include, forward hunting statements, adding statements based upon or relating to our expectations, assumptions, estimates, and projections. In some cases, that you could identify forward hunting statements by terms akin to “may,” “might,” “will,” “goal,” “intend,” “should,” “could,” “can,” “would,” “expect,” “trust,” “design,” “anticipate,” “estimate,” “predict,” “ability,” “plan” or the negative of these terms, and similar expressions. Forward searching statements come with, but aren’t limited to, the dimensions and growth of the intent advertising and marketing business, continued growth in Chango’s business, acceleration in the improvement of our buy side business as a result of the transaction, development of our Orders business and Chango’s retargeting, CPC, and CPA capabilities, synergies between Chango’s brand and agency consumers and our seller clients, integration of Chango’s data and other applied sciences into our business, our skill to leverage our platform to take benefit of Chango’s company model adding pricing and merchandise, accretion caused by the transaction within 12 months, and the overall purchase price and dilution resulting from the transaction. Forward searching statements also come with our guidance and other statements regarding our expected performance, adding revenue, margin, cash flow, balance sheet, and profit expectancies; development of our era; introduction of new services; scope and length of client relationships; company mix; sales growth; client utilization of our offerings; market conditions and opportunities; economic measures including Adjusted EBITDA, Adjusted EBITDA margin, and non GAAP income loss per share; operational measures adding managed income, paid impressions, average CPM, and take rate; and elements that could affect these and other elements of our business. Forward searching statements aren’t guarantees of future functionality; they replicate our existing views with respect to future events and are according to assumptions and estimates and problem to known and unknown risks, uncertainties and other elements that can cause our actual effects, functionality or achievements to be materially different from expectations or effects projected or implied by ahead hunting statements.
The intent marketing business may grow slower than predicted, or Chango might not advantage from growth in the market to the degree we predict due to stronger services by competition or other factors. Integrating the Chango business with ours may be puzzling for a whole lot of causes, and Chango’s success in its market may be more difficult to translate to our client base and infrastructure than we assume, making synergies elusive. Market practices and law regarding data seize and use are complicated and evolving, and development or enforcement of restrictions could slash Chango’s data driven competitive advantages. Integration with us could distract Chango administration or cause cultural challenges that may bring about slower than anticipated growth in Chango’s company, and competitive pressures may have an analogous effect. Key Chango employees could be puzzling to retain.
Some Chango consumers might understand conflicts with us and shift business to Chango competitors, and a few of our clients might understand conflicts with Chango and hence reduce their business with us. Market pressures could erode the profitability of Chango’s enterprise. Chango’s retargeting, CPC, and CPA services are under development and may not be embraced by the market and grow in accordance with our expectations. Our Orders enterprise continues to be evolving and can not meet our growth or profitability expectations. Sellers might be reluctant to shift additional stock types to us to fulfill evolving demand we expect from Chango’s clients. Chango’s business is based on short term insertion orders, and consumers may reduce or terminate their spending with Chango on short notice and with out penalty.
In addition, Chango’s business is subject to lots of an analogous risks that affect our business, and other risks applicable to us will affect Chango as part of Rubicon Project following the closing of the transaction. These risks include our means to grow abruptly and to control our growth efficaciously; our skill to grow cutting edge new applied sciences and remain a market leader; our means to attract and retain buyers and dealers and growth our enterprise with them; the freedom of buyers and sellers to direct their spending and inventory to competing assets of stock and demand; our skill to use our technique to buy and sell higher value advertising and to expand the usage of our solution by buyers and sellers employing evolving digital media structures; our ability to introduce new options and convey them to market in a timely manner; uncertainty of our estimates and expectations associated with new services, adding private marketplace, mobile, bidding, and solutions; our capacity to keep a supply of ads inventory from dealers; our restricted running history and historical past of losses; our skill to keep to expand into new geographic markets; the consequences of greater festival in our market and our ability to compete effectively and to hold our pricing and take rate; potential antagonistic outcomes of malicious undertaking comparable to fraudulent inventory and malware; the consequences of seasonal trends on our results of operations; costs associated with protecting intellectual assets infringement and other claims; our ability to attract and retain certified employees and key workforce; our capability to consummate future acquisitions of or investments in complementary companies or technologies; our skill to comply with, and the effect on our business of, evolving legal criteria and regulations, especially regarding data protection and consumer privacy; and our ability to develop and preserve our corporate infrastructure, including our finance and data generation approaches and controls. We discuss many of those risks and extra elements that could cause actual results to differ materially from those anticipated by our ahead searching statements under the heading “Risk Factors” and “Management Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reviews filed with the Securities and Exchange Commission, adding our Annual Report on Form 10 K for the year ended December 31, 2014. More detailed information, adding a copy of the Arrangement Agreement pursuant to which the transaction is to take place, is set forth in the Current Report on Form 8 K we filed in connection with the Chango acquisition contract. Additional information will also be set forth in other filings we make every now and then with the SEC. Also, these ahead searching statements constitute our estimates and assumptions only as of the date of this press unlock.
Unless required by federal securities laws, we assume no duty to update any of these ahead looking statements, or to update the causes actual results could differ materially from those expected, to reflect instances or events that occur after the statements are made. Without proscribing the foregoing, we by and large give assistance only in connection with quarterly and annual earnings announcements, with out intervening time updates, and we may appear at business conferences or make other public statements without disclosing material nonpublic information in our possession. Given these uncertainties, traders are usually not place undue reliance on these forward hunting statements. Investors should read this press liberate and the files that we reference during this press unencumber and feature filed with the Securities and Exchange Commission absolutely and with the knowing that our actual future effects may be materially various from what we think. We qualify all of our forward hunting statements by these cautionary statements. The transaction, that’s anticipated to shut in the second one calendar quarter of 2015, is structured as an Arrangement under the Business Corporations Act Ontario and as such is difficulty to approval by at the least two thirds of the holders of every class of shares in the capital of Chango, voting one after the other, and a last order approving the Arrangement, adding the fairness of its terms and conditions, by the Ontario Superior Court of Justice Commercial List, as well as other normal ultimate situations.
Chango shareholders owing enough shares to fulfill the shareholder approval standards have agreed to vote in favor of the Arrangement.