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 the companies had filed a joint proxy
statement/prospectus, which forms a part of a Registration
Statement on Form S-4 filed by Rubicon Project, with respect to
their previously announced stock-for-stock merger.
In addition, the two companies noted that on January 14, 2020,
the U.S. Federal Trade Commission granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 with respect to the proposed combination, satisfying
one of the closing conditions for the merger. The companies
continue to expect that the transaction will close in the first
half of 2020, subject to stockholder approval and other customary
closing conditions.
The estimated financial results for Rubicon Project and for
Telaria for the full year 2019 and for Q4 2019 are set forth below.
Neither Rubicon Project’s nor Telaria’s independent registered
public accounting firm has audited, reviewed, examined, compiled or
applied agreed-upon procedures with respect to these preliminary
results, and the audited financial results could differ from these
preliminary estimated results.
Rubicon Project Preliminary Estimated Results:
- 2019 revenue is expected to be approximately $156 million, up
25% from 2018
- Q4 2019 revenue is expected to be approximately $48.5 million,
up 17% year over year
- Adjusted EBITDA for Q4 2019 and for the full year 2019 is
expected to be better than the midpoint of guidance for those
periods
Telaria Preliminary Estimated Results:
- 2019 revenue is expected to be approximately $68 million, up
23% from 2018, with CTV revenue of approximately $30 million, up
nearly 100% from 2018
- Q4 2019 revenue is expected to be approximately $20 million,
flat to the same period last year, with CTV revenue of
approximately $10 million, up 55% year over year
- Adjusted EBITDA for Q4 and full year 2019 are expected to be
positive, with full year Adjusted EBITDA representing a significant
improvement over the same period last year
“We continue to be very excited about the pending merger between
Telaria and Rubicon Project, and today’s filing is another key step
towards the completion of this complementary strategic
transaction,” said Mark Zagorski, Telaria CEO. “CTV continues to
drive the growth of our business and exceeded our expectations in
the fourth quarter and for the full year. We believe bringing our
two companies together will enable us to accelerate the growth of
our CTV business and bolster our capabilities in desktop and mobile
video.”
“We are extremely excited about moving closer to the combination
of Rubicon Project and Telaria, and going to market as the world’s
largest independent sell-side advertising platform,” said Michael
Barrett, President & CEO of Rubicon Project. “Reactions from
buyers, publishers, stockholders, analysts and employees have been
extremely positive and we look forward to capitalizing on the
additional revenue opportunities this combination creates.”
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.
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
In connection with the proposed merger involving The Rubicon
Project, Inc. (“Rubicon Project”) and Telaria, Inc. (“Telaria”),
Rubicon Project has filed with the United States Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4,
which includes a document that serves as a prospectus of Rubicon
Project and a joint proxy statement of Rubicon Project and Telaria
(the “joint proxy statement/prospectus”). After the registration
statement has been declared effective by the SEC, the joint 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 JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS RELATING TO THE MERGER THAT HAVE BEEN OR 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 joint 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, is contained in the joint proxy statement/prospectus
filed with the SEC regarding the proposed merger. Investors should
read the joint proxy statement/prospectus carefully before making
any voting or investment decisions.
Non-GAAP Financial Measures
To supplement its consolidated financial statements, which are
prepared and presented in accordance with U.S. generally accepted
accounting principles (“GAAP”), Telaria and Rubicon Project report
Adjusted EBITDA, which is a non-GAAP financial measure. Telaria
defines Adjusted EBITDA as loss from continuing operations, net of
income taxes, before depreciation and amortization expense, total
interest and other income (expense), net and provision for income
taxes, and as adjusted to eliminate the impact of non-cash
stock-based compensation expense, expenses for prior corporate
facilities required to be recorded as operating expenses as a
result of the adoption of certain accounting standards, acquisition
related costs, restructuring costs, executive severance, retention
and recruiting costs, expenses for transitional services and other
adjustments. Telaria uses Adjusted EBITDA for financial and
operational decision-making and as a means to evaluate
period-to-period comparisons. Telaria believes that the use of
Adjusted EBITDA provides useful information about the company’s
operating results, enhances the overall understanding of past
financial performance and future prospects, and allows for greater
transparency with respect to a key metric that is used by
management in its financial and operational decision making.
Rubicon Project defines Adjusted EBITDA as net income (loss)
adjusted to exclude stock-based compensation expense, depreciation
and amortization, amortization of acquired intangible assets,
impairment charges, interest income or expense, and other cash and
non-cash based income or expenses that it does not consider
indicative of its core operating performance, including, but not
limited to foreign exchange gains and losses, acquisition and
related items, and provision (benefit) for income taxes. Rubicon
Project believes Adjusted EBITDA is useful to investors in
evaluating its performance for the following reasons: (1) Adjusted
EBITDA is widely used by investors and securities analysts to
measure a company’s performance without regard to items such as
those it excludes in calculating this measure, which can vary
substantially from company to company depending upon their
financing, capital structures, and the method by which assets were
acquired; (2) Rubicon Project management uses Adjusted EBITDA in
conjunction with GAAP financial measures for planning purposes,
including the preparation of its annual operating budget, as a
measure of performance and the effectiveness of its business
strategies, and in communications with its board of directors
concerning its performance; (3) Adjusted EBITDA may also be used as
a metric for determining payment of cash incentive compensation;
and (4) Adjusted EBITDA provides a measure of consistency and
comparability with Rubicon Project’s past performance that many
investors find useful, facilitates period-to-period comparisons of
operations, and also facilitates comparisons with other peer
companies, many of which use similar non-GAAP financial measures to
supplement their GAAP results. Non-GAAP financial measures should
be considered in addition to results and guidance prepared in
accordance with GAAP, but should not be considered a substitute
for, or superior to, GAAP results.
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 the joint proxy
statement/prospectus and 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
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