Sizmek and its Affiliate Fuel Acquisition Co. Announce Extension of Tender Offer for All Outstanding Shares of Rocket Fuel
29 Agosto 2017 - 9:39PM
On August 29, 2017, Sizmek Inc. (“Sizmek”) and its affiliate Fuel
Acquisition Co. have extended the offering period of the previously
announced cash tender offer to purchase all of the outstanding
shares of common stock of Rocket Fuel Inc. (NASDAQ:FUEL) (“Rocket
Fuel”) in order to confirm that all of the conditions to the tender
offer have been satisfied. The tender offer was previously
scheduled to expire at 12:00 midnight, New York City time, at the
end of August 29, 2017. The expiration date of the
tender offer is extended to 12:00 midnight, New York City time, at
the end of September 5, 2017, unless further extended.
All other terms and conditions of the tender offer remain
unchanged.
Computershare Trust Company, N.A., the depositary for the tender
offer, has advised Sizmek that, as of 5:00 P.M., New York City
time, on August 29, 2017, 32,182,634 shares of common stock of
Rocket Fuel were tendered pursuant to the tender offer (not
including shares tendered pursuant to notices of guaranteed
delivery), which represented approximately 68.47% of the
outstanding shares of common stock of Rocket Fuel. Stockholders who
have already tendered their shares of common stock of Rocket Fuel
do not have to re-tender their shares or take any other action as a
result of the extension of the expiration date of the tender
offer.
Okapi Partners LLC is the Information Agent for the tender
offer and any questions or requests for the Offer to Purchase and
related materials with respect to the tender offer may be directed
to them, toll-free at (888) 785-6709.
About Sizmek
Sizmek creates impressions that inspire through its people-based
creative optimization platform. In the digital world, creating
impressions that inspire is vital to building meaningful,
long-lasting relationships with your customers. Sizmek provides
powerful, integrated solutions so creative and data work together,
optimizing campaigns across all media. When your messages resonate,
your impact amplifies, and your business reaches new heights.
Sizmek operates its platform in more than 70 countries, with local
offices providing award-winning service throughout North America,
EMEA, LATAM, and APAC, and connecting more than 20,000 advertisers
and 3,600 agencies to audiences around the world, serving over 2.3
trillion impressions each year. For more information, visit
www.sizmek.com.
Important Additional Information and Where to Find
It
This press release is not an offer to purchase or a solicitation
of an offer to sell shares of Rocket Fuel’s common stock. On August
2, 2017, Sizmek filed a tender offer statement on Schedule TO
(including the Offer to Purchase, a related Letter of Transmittal
and other offer materials) with the SEC and Rocket Fuel filed the
related Solicitation/Recommendation statement on Schedule 14D-9
with the SEC, each as may be amended or supplemented from time to
time. INVESTORS AND STOCKHOLDERS OF ROCKET FUEL ARE ADVISED TO READ
THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH
RESPECT TO THE TENDER OFFER, BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO and Schedule 14D-9, as each may be amended or
supplemented from time to time, and other documents filed by the
parties (when available), at the SEC’s web site at www.sec.gov, and
from the information agent named in the tender offer materials.
Investors may also obtain, at no charge, any such documents filed
with or furnished to the SEC by Rocket Fuel under the investor
relations section of Rocket Fuel’s website
(www.rocketfuel.com).
Forward-Looking Statements
This communication contains forward-looking statements regarding
future events, including but not limited to the acquisition of
Rocket Fuel by Sizmek and the capabilities of the combined company
following the acquisition. Words such as “expect,” “believe,”
“intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar
words are also intended to identify forward-looking statements.
These forward-looking statements are subject to a number of risks
and uncertainties that may cause actual results to differ
materially from the results anticipated by such statements,
including, without limitation, due to: uncertainties as to the
timing of the tender offer and the acquisition; the possibility
that various closing conditions for the tender offer or the
acquisition may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the acquisition; the effects of disruption
from the tender offer or acquisition on Rocket Fuel’s business; the
fact that the announcement and pendency of the tender offer and
acquisition may make it more difficult to establish or maintain
relationships with employees, suppliers and other business
partners; the effects of disruption caused by the tender offer or
acquisition making it more difficult to maintain relationships with
employees, customers, vendors and other business partners; and the
risk that stockholder litigation in connection with the tender
offer or the acquisition may result in significant costs of
defense, indemnification and liability.
Contact:
Sparkpr for Sizmek
sizmek@sparkpr.com
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