Telaria Announces Intent to Convene, Adjourn & Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be ...
23 Marzo 2020 - 6:00AM
Business Wire
Telaria, Inc. (NYSE:TLRA), today announced that, due to the
rapidly evolving public health concerns relating to the novel
coronavirus (COVID-19) pandemic and the spread of COVID-19 and
governmental actions related thereto, including the State of New
York’s Executive Order No. 202-6, dated March 18, 2020 directing
the closure of non-essential businesses, Telaria intends to convene
and then immediately adjourn, without conducting any business, its
special meeting of stockholders scheduled to occur at 10:00 a.m.
Eastern Time on March 30, 2020, to 10:05 a.m. Eastern Time on March
30, 2020 in a virtual meeting format only. The adjournment and
reconvening of the special meeting in a virtual format is not
expected to result in any delay of the closing of the merger with
Rubicon Project.
To be admitted to the virtual, reconvened 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 admitted to the
reconvened 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 15 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 26, 2020.
As described in the joint proxy statement/prospectus for the
special meeting previously distributed, Telaria’s stockholders are
entitled to participate in and vote at 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 reconvened special meeting by
virtual means, Telaria urges its stockholders to vote and submit
their proxy in advance of the special meeting by one of the methods
described in the joint proxy statement/prospectus. The proxy card
included with the joint proxy statement/prospectus 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 prospectus supplement
will be filed today with additional information concerning the
virtual format of the reconvened special meeting, which we urge
stockholders to read in its entirety. If Telaria stockholders have
previously submitted a proxy using one of the methods described in
the joint proxy statement/prospectus and proxy card, their vote
will be counted and they do not need to submit a new proxy or vote
at the reconvened special meeting, although Telaria stockholders
may change or revoke their vote by attending the reconvened special
meeting and voting virtually or by one of the other methods
described in the joint proxy statement/prospectus.
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, 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 Rubicon Project and Telaria 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. Rubicon Project and Telaria
commenced the mailing of the joint proxy statement/prospectus to
stockholders of Rubicon Project and Telaria 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 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, 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/20200323005130/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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