Telaria Provides Stockholders Virtual Option to Attend March 30, 2020 Special Meeting of Stockholders Due To Coronavirus Conc...
17 Marzo 2020 - 5:00AM
Business Wire
Telaria, Inc. (NYSE: TLRA) today announced that, due to the
emerging public health concerns relating to the coronavirus
(COVID-19) pandemic, and to protect the health and well-being of
its stockholders and employees, Telaria’s stockholders will now be
able to attend the special meeting of stockholders to be held on
March 30, 2020 virtually. The special meeting’s virtual attendance
option provides stockholders the ability to participate and ask
questions during the meeting. However, Telaria stockholders will
not be deemed to be “present” if they solely access the special
meeting through the virtual option and stockholders will not be
able to vote their shares at the special meeting, or revoke or
change a previously submitted vote, through the virtual platform.
In light of the foregoing, Telaria urges stockholders to submit
their proxies in advance of the meeting using one of the available
methods described in the proxy materials previously mailed to
Telaria stockholders.
As stated in the definitive proxy statement of Telaria, dated
February 13, 2020, Telaria will still host the special meeting in
person at the offices of Cooley LLP, 55 Hudson Yards, New York, NY
10001 on March 30, 2020 at 10:00 a.m. local time. Telaria urges
stockholders to carefully consider the personal and community
health risks associated with attending in person in light of
COVID-19 and related public health concerns.
To be virtually admitted to the Special Meeting, go to
http://web.lumiagm.com/187574976. In order to gain access you
must click on “I have a login,” enter the control number found on
your proxy card, voting instruction form or notice you previously
received and enter the password “tel2020” (the password is case
sensitive). If your shares are held in “street name” through a
broker, bank or other nominee, to be virtually admitted to the
Special Meeting, you must obtain a legal proxy, executed in your
favor, from the holder of record and submit proof of your legal
proxy reflecting the number of shares of Telaria common stock you
held as of the record date, along with your name and email address,
and a request for registration to American Stock Transfer &
Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by
facsimile to 718-765-8730 or (3) by mail to American Stock Transfer
& Trust Company, LLC, Attn: Proxy Tabulation Department, 6201
15th Avenue, Brooklyn, NY 11219. Requests for registration must be
labeled as “Legal Proxy” and be received by American Stock Transfer
& Trust Company, LLC no later than 5:00 p.m. Eastern time on
March, 23, 2020.
As described in the proxy materials for the special meeting
previously distributed, Telaria’s stockholders are entitled to
participate in the special meeting if they were a stockholder of
record as of the close of business on February 11, 2020, which is
the record date for the special meeting, or hold an appropriate
legal proxy for the meeting provided by their broker, bank or other
nominee. Whether or not a stockholder plans to attend the special
meeting in person or virtually, Telaria urges its stockholders to
vote and submit their proxy in advance of the special meeting by
one of the methods described in the proxy materials for the special
meeting. The proxy card included with the proxy materials
previously distributed will not be updated to reflect the
information provided above and may continue to be used to vote each
stockholder’s shares in connection with the special meeting. A
proxy supplement will be filed today with additional information
concerning the virtual option, which we urge stockholders to read
in its entirety.
About Telaria
Telaria, Inc. (NYSE: TLRA) powers the future of TV advertising
with proprietary, programmatic software that optimizes ad yield for
leading video publishers, enabling the most effective advertising
experience across desktop, mobile and CTV. Telaria’s clients
include the most innovative video content publishers across the
globe such as Hulu, SlingTV, Viacom’s PlutoTV, TubiTV, Singtel, and
Australia’s Channel Nine and Channel Ten. 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.
Additional Information and Where to Find It
On February 13, 2020, The Rubicon Project, Inc. (“Rubicon
Project”) filed with the U.S. Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4, which includes a
joint proxy statement/prospectus. The joint proxy
statement/prospectus contains important information about the
proposed transaction and related matters. Investors and security
holders of Telaria and Rubicon Project are urged to carefully read
the entire joint proxy statement/prospectus (and any amendments
thereto) and other filings made in connection therewith because
such documents will contain important information about the
proposed business combination. Telaria and Rubicon Project
commenced the mailing of the joint proxy statement/prospectus to
stockholders of Telaria and Rubicon Project on or about February
13, 2020.
Investors and security holders will be able to obtain copies of
the joint proxy statement/prospectus 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 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.”
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.”
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, the joint proxy
statement/prospectus and Rubicon Project’s Form 10-K for the year
ended 2019, which were filed with the SEC on April 5, 2019,
February 13, 2020 and February 27, 2020, respectively. Information
about Telaria’s directors and executive officers is set forth in
the proxy statement for Telaria’s 2019 Annual Meeting of
Stockholders, the joint proxy statement/prospectus and Telaria’s
Form 10-K for the year ended 2019, which were filed with the SEC on
April 24, 2019, February 13, 2020 and March 16, 2020, respectively.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, through securities holdings or otherwise, is contained
in the joint 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 before making any voting or
investment decisions.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200317005081/en/
Investor Relations Contact: Andrew Posen Vice President,
Head of Investor Relations 212-792-2315 IR@telaria.com
Media Contact: Lekha Rao Vice President, Media Relations
& Corporate Communications 646-226-0254 lrao@telaria.com
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