Buyers Gain an Essential Omnichannel Partner
Across All Formats and Geographies
- Stock-for-stock merger at an exchange ratio of 1.082 shares of
Rubicon Project (NYSE:RUBI) common stock for each share of Telaria
(NYSE: TLRA) common stock, with Telaria stockholders expected to
own approximately 47.1% and Rubicon Project stockholders expected
to own approximately 52.9% of the fully diluted shares of the
combined company
- Combined company will offer a single platform for transacting
Connected TV (CTV), desktop display, video, audio, and mobile
inventory across all geographies and auction types
- Upon closing, Michael Barrett will be named Chief Executive
Officer of the combined company, Mark Zagorski will be named
President & Chief Operating Officer and David Day will be the
Chief Financial Officer
- Telaria board member Paul Caine will be Chairperson of the
Board of Directors of the combined company. The full board will
consist of nine members; four existing directors from each company
and Michael Barrett, CEO
- Over the 12-month period ended September 30, 2019, Telaria and
Rubicon Project’s aggregate revenue was $217 million, a 32%
increase over the same period of the prior year
- Combined company will have diversified revenue streams,
substantial Adjusted EBITDA and a strong balance sheet with
approximately $150 million in cash and no debt based on September
30, 2019 balances
- Merger expected to create meaningful revenue and cost
synergies, with expected annual run rate cost synergies of
approximately $15-20 million
Rubicon Project (NYSE:RUBI), the global exchange for
advertising, and Telaria (NYSE: TLRA), the complete software
platform that optimizes yield for leading video publishers,
announced today that they have entered into a definitive agreement
to combine in a stock-for-stock merger. The transaction, which has
been unanimously approved by the Boards of Directors of both
companies, will create the world’s largest independent sell-side
advertising platform, poised to capture growth in CTV.
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Together, Rubicon Project and Telaria will enable thousands of
publishers to connect with hundreds of buyers and brands, creating
a global, independent alternative to closed players in the
ecosystem. In addition, the combined company will be an essential
omnichannel partner for buyers across formats, screens and
geographies. Both companies bring premium publisher partnerships
and unique technical capabilities: Telaria as a leader in CTV, and
Rubicon Project as an expert in scaled programmatic operations.
“The combination of Rubicon Project and Telaria will establish
the world’s largest, independent sell-side advertising platform
with scale, capabilities and solutions unmatched by the
competition,” said Michael Barrett, President & CEO of Rubicon
Project. “This transformative combination builds on our commitment
to trust and transparency and accelerates our strategy to provide
buyers and sellers with a single path to every format and channel
including CTV. We could not be more excited about the future as two
individually strong industry leaders with complementary assets and
cultures come together to create a market leader that we believe
will generate significant opportunities for our employees,
customers, partners, and stockholders worldwide.”
“Our businesses are highly complementary, and when combined, are
a powerful, strategic alternative to the walled gardens, which have
been frustrating both buyers and sellers due to their lack of
transparency, innovation bottlenecks, and conflicted business
models,” stated Telaria CEO, Mark Zagorski. “The two companies will
provide more technology resources, a broader geographic footprint
and deeper financial assets to attack the growing opportunity
created by the shift from linear viewing to CTV to the benefit of
our customers and in support of a thriving open internet. For our
stockholders, we believe this merger allows us to accelerate our
growth, while providing additional resources to increase investment
and continue to scale our industry-leading CTV technology. For our
employees, this is an opportunity for development and to fully
realize the potential of what we have built these past few years in
a scaled, omnichannel platform.”
Strategic Rationale and Financial Benefits
The World’s Largest Independent Sell-Side
Advertising Platform: The combination of Rubicon Project’s
programmatic scale and expertise with Telaria’s leadership in CTV
technology and premium partnerships, will create the world’s
largest independent sell-side advertising platform. The result will
enable publishers to monetize across all auction types and formats
including CTV, desktop display, video, audio, and mobile. Together,
the combined company will offer publishers a transparent
alternative that supports the open internet and provides more
control over how they manage their businesses.
Positioned to Capture the Growing CTV
Opportunity: CTV is the fastest-growing digital medium, and
an increasing amount of CTV viewing is ad-supported. CTV offers
advertisers the premium environment of television and the enhanced
marketing capabilities of digital media. As with all digital media,
CTV advertising is poised to be almost entirely programmatically
transacted in the near future. Driven by Telaria’s leading market
position and technology expertise, the combination of the two
companies will provide additional engineering and sales resources,
a broader geographic footprint and deeper financial assets to seize
the CTV opportunity -- to the benefit of our customers and in
support of a thriving open internet.
An Essential Omnichannel Partner for
Buyers: The combination of Rubicon Project and Telaria will
create an essential omnichannel partner for buyers to reach their
target audiences, across all formats and devices, anywhere in the
world. The result will be an optimized supply path across CTV,
desktop display, video, audio, and mobile, committed to exceptional
client service, industry-leading transparency, robust support for
identity solutions and brand-safe, fraud-free premium
inventory.
Uniquely Positioned to Serve Global
Publishers: Rubicon Project and Telaria have complementary
domestic and international footprints with strengths across the
Americas, EMEA and APAC. In North America, the combined company
will have strong technology and operations based in Los Angeles,
New York and Silicon Valley. Together, the global company will have
offices in 11 countries with trusted relationships with the world’s
leading buyers and sellers.
Combining Similar Cultures:
Combined, Rubicon Project and Telaria will have more than 600
employees and contractors in 19 cities. Both companies are proud of
their strong, employee-centric, client-focused corporate cultures.
Rubicon Project and Telaria each recognize its employees are the
most significant contributors to its success, and will work to
preserve and enhance that commitment as a combined entity.
Stronger Combined Financial
Profile: The combined company will have diversified revenue
streams, substantial Adjusted EBITDA and a strong balance sheet
with approximately $150 million in cash and no debt based on
September 30, 2019 balances. The merger creates both revenue and
cost synergies, with expected annual run rate cost synergies of
approximately $15-20 million. Lastly, we expect that the combined
company will have substantial operating leverage resulting in
attractive Adjusted EBITDA margins.
Transaction Details
Under the terms of the merger agreement, each share of Telaria
common stock issued and outstanding as of the effective time of the
Merger will be converted into the right to receive 1.082 shares of
Rubicon Project common stock (and, if applicable, cash in lieu of
fractional shares) less any applicable withholding taxes.
Upon closing, Telaria stockholders are expected to own
approximately 47.1% and Rubicon Project stockholders are expected
to own approximately 52.9% of the fully diluted shares of the
combined company.
Governance and Leadership
Upon closing, Michael Barrett will be named Chief Executive
Officer of the combined company, Mark Zagorski will be named
President & Chief Operating Officer and David Day will be the
Chief Financial Officer. Telaria board member Paul Caine will be
Chairperson of the Board of Directors of the combined company. The
full board will consist of nine members; four existing directors
from each company and Michael Barrett, CEO.
Timing and Approvals
The transaction, which is expected to close in the first half of
2020, is subject to the receipt of required regulatory approvals
and other customary closing conditions and the approval of
stockholders of both companies.
Advisors
LUMA Partners LLC and Needham & Company, LLC are serving as
financial advisors to Rubicon Project, and Gibson, Dunn &
Crutcher LLP is serving as its legal advisor. RBC Capital Markets,
LLC is serving as financial advisor to Telaria, and Cooley LLP is
serving as its legal advisor.
Conference Call and Webcast
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 conference call via the investor relations page of
each company’s website at http://investor.rubiconproject.com/ and
https://investor.telaria.com/; 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 call will be archived on the
companies’ websites and available until January 2, 2020 via phone
replay at 1-877-344-7529 or 1-412-317-0088 using access code
10137677.
About Rubicon Project
Founded in 2007, Rubicon Project is one of the world’s largest
advertising exchanges. The company helps websites and apps thrive
by giving them tools and expertise to sell ads easily and safely.
In addition, the world's leading agencies and brands rely on
Rubicon Project’s technology to execute billions of advertising
transactions each month. Rubicon Project is an independent,
publicly traded company (NYSE:RUBI) headquartered in Los Angeles,
California.
About Telaria
Telaria (NYSE:TLRA) powers the future of TV advertising with
proprietary, programmatic software that optimizes ad yield for
leading video publishers across desktop, mobile and CTV. Telaria’s
clients include the most innovative video content publishers across
the globe such as Hulu, SlingTV, PlutoTV, TubiTV, Singtel,
Australia’s Nine Entertainment Co, Network 10 and Seven West Media,
and Brazil’s Globo.
Telaria is headquartered in New York City and supports its
global client base out of 13 offices worldwide across North
America, EMEA, LATAM and APAC.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger involving The Rubicon Project, Inc.
(“Rubicon Project”) and Telaria, Inc. (“Telaria”). In connection
with the proposed merger, Rubicon Project intends to file with the
United States Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 containing a proxy
statement/prospectus. After the registration statement has been
declared effective by the SEC, the definitive proxy
statement/prospectus will be delivered 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 will be able to obtain copies of the registration statement
and proxy statement/prospectus (when available) and other documents
filed by Rubicon Project and Telaria, without charge, through the
website maintained by the SEC at http://www.sec.gov. Copies of
documents filed with the SEC by Rubicon Project will be made
available free of charge on Rubicon Project’s website at
https://rubiconproject.com/ under the link “Investor” and then
under the heading “Financials and Filings” and the subheading “SEC
Filings.” Copies of documents filed with the SEC by Telaria will be
made available free of charge on Telaria’s website at
https://Telaria.com/ under the link “Investor Relations” and then
under the heading “SEC Filings.”
Participants in the Solicitation
Rubicon Project and Telaria and their respective directors and
executive officers may be deemed to be participants 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
executive officers 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 directors and
executive officers is set forth in the proxy statement for
Telaria’s 2019 Annual Meeting of Stockholders, which was filed with
the SEC on April 24, 2019. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, through securities holdings or
otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the
proposed merger when they become available. Investors should read
the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions.
Forward-Looking Statements
This press release may contain forward-looking statements,
including statements based upon or relating to Rubicon Project’s
and Telaria’s expectations, assumptions, estimates, and
projections. In some cases, you can identify forward-looking
statements by terms such as “may,” “might,” “will,” “objective,”
“intend,” “should,” “could,” “can,” “would,” “expect,” “believe,”
“design,” “anticipate,” “estimate,” “predict,” “potential,” “plan”
or the negative of these terms, and similar expressions.
Forward-looking statements may include, but are not limited to,
statements concerning anticipated financial performance, including,
without limitation, revenue, advertising spend, non-GAAP loss per
share, profitability, net income (loss), Adjusted EBITDA, earnings
per share, and cash flow; strategic objectives, including focus on
header bidding, mobile, video, Demand Manager, and private
marketplace opportunities; investments in Rubicon Project’s or
Telaria’s business; development of Rubicon Project’s or Telaria’s
technology; introduction of new offerings; the impact of
transparency initiatives Rubicon Project or Telaria may undertake;
the impact of Rubicon Project’s or Telaria’s traffic shaping
technology on their businesses; the effects of cost reduction
initiatives; scope and duration of client relationships; the fees
Rubicon Project or Telaria may charge in the future; business mix
and expansion of Rubicon Project’s or Telaria’s mobile, video and
private marketplace offerings; sales growth; client utilization of
Rubicon Project’s or Telaria’s offerings; Rubicon Project’s or
Telaria’s competitive differentiation; Rubicon Project’s or
Telaria’s market share and leadership position in the industry;
market conditions, trends, and opportunities; user reach; certain
statements regarding future operational performance measures
including ad requests, fill rate, paid impressions, average CPM,
take rate, and advertising spend; benefits from supply path
optimization; anticipated benefits of the merger, including
estimated synergies and cost savings resulting from the merger; the
expected timing of completion of the merger; estimated costs
associated with such transactions; and other statements that are
not historical facts. These statements are not guarantees of future
performance; they reflect Rubicon Project’s and Telaria’s current
views with respect to future events and are based on assumptions
and estimates and subject to known and unknown risks, uncertainties
and other factors that may cause actual results, performance or
achievements to be materially different from expectations or
results projected or implied by forward-looking statements. These
risks include, but are not limited to: occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement or the failure to satisfy the
closing conditions; the possibility that the consummation of the
proposed transactions is delayed or does not occur, including the
failure of the parties’ stockholders to approve the proposed
transactions; uncertainty as to whether the parties will be able to
complete the merger on the terms set forth in the merger agreement;
uncertainty regarding the timing of the receipt of required
regulatory approvals for the merger and the possibility that the
parties may be required to accept conditions that could reduce or
eliminate the anticipated benefits of the merger as a condition to
obtaining regulatory approvals or that the required regulatory
approvals might not be obtained at all; the outcome of any legal
proceedings that have been or may be instituted against the parties
or others following announcement of the transactions contemplated
by the merger agreement; challenges, disruptions and costs of
closing, integrating and achieving anticipated synergies, or that
such synergies will take longer to realize than expected; risks
that the merger and other transactions contemplated by the merger
agreement disrupt current plans and operations that may harm the
parties’ businesses; the amount of any costs, fees, expenses,
impairments and charges related to the merger; uncertainty as to
the effects of the announcement or pendency of the merger on the
market price of the parties’ respective common stock and/or on
their respective financial performance; uncertainty as to the
long-term value of Rubicon Project’s and Telaria’s common stock;
the business, economic and political conditions in the markets in
which Rubicon Project and Telaria operate; Rubicon Project’s and
Telaria’s ability to continue to grow and to manage their growth
effectively; Rubicon Project’s and Telaria’s ability to develop
innovative new technologies and remain market leaders; the effect
on the advertising market and Rubicon Project’s and Telaria’s
businesses from difficult economic conditions or uncertainty; the
freedom of buyers and sellers to direct their spending and
inventory to competing sources of inventory and demand; Rubicon
Project’s and Telaria’s ability to adapt effectively to shifts in
digital advertising; the effects, including loss of market share,
of increased competition in Rubicon Project’s and Telaria’s markets
and increasing concentration of advertising spending, including
mobile spending, in a small number of very large competitors; the
effects of consolidation in the ad tech industry; acts of
competitors and other third parties that can adversely affect
Rubicon Project’s and Telaria’s businesses; Rubicon Project’s and
Telaria’s ability to differentiate their offerings and compete
effectively in a market trending increasingly toward
commodification, transparency, and disintermediation; potential
adverse effects of malicious activity such as fraudulent inventory
and malware; costs associated with defending intellectual property
infringement and other claims; Rubicon Project’s and Telaria’s
ability to attract and retain qualified employees and key
personnel; and Rubicon Project’s and Telaria’s ability to comply
with, and the effect on their businesses of, evolving legal
standards and regulations, particularly concerning data protection
and consumer privacy and evolving labor standards.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the risk factors included in Rubicon Project’s and
Telaria’s most recent reports on Form 10-K, Form 10-Q, Form 8‑K and
other documents on file with the SEC. These forward-looking
statements represent 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
forward-looking statements, or to update the reasons actual results
could differ materially from those anticipated, to reflect
circumstances or events that occur after the statements are made.
Given these uncertainties, investors should not place undue
reliance on these forward-looking statements. Investors should read
this document with the understanding that Rubicon Project’s and
Telaria’s actual future results may be materially different from
what Rubicon Project and Telaria expect. Rubicon Project and
Telaria qualify all of their forward-looking statements by these
cautionary statements.
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Contacts for Rubicon Project Investor Relations: Nick
Kormeluk Vice President, Investor Relations 949-500-0003
nkormeluk@rubiconproject.com
Media Relations: Charlstie Veith Global Head of Communications
516-300-3569 cveith@rubiconproject.com
Contacts for Telaria Investor Relations: Andrew Posen
Vice President, Head of Investor Relations 212-792-2315
IR@telaria.com
Media Relations: Lekha Rao Vice President, Media Relations &
Corporate Communications 646-226-0254 lrao@telaria.com
Telaria (NYSE:TLRA)
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