Rubicon Project (NYSE:RUBI), the global exchange for
advertising, and Telaria (NYSE: TLRA), the complete software
platform that optimizes yield for leading video publishers, today
announced the closing of their previously announced merger,
creating the world’s largest independent sell-side advertising
platform, poised to capture growth in CTV. The combined company
will launch with a new name in the coming months and in the
interim, will continue to trade on the New York Stock Exchange
under the ticker symbol RUBI.
Together, Rubicon Project and Telaria will enable thousands of
publishers to connect with thousands of buyers and brands, creating
a global, independent alternative to walled gardens in the
ecosystem. In addition, the combined company will be an essential
omnichannel partner for buyers across formats, screens and
geographies.
“We are very pleased to begin this new chapter for the combined
company,” said Michael Barrett, CEO of Rubicon Project. “Going to
market as the world’s largest independent omnichannel sell-side
platform with robust CTV capabilities puts us in a great position
to help publishers monetize across all auction types and help
buyers safely and efficiently meet their campaign goals.”
“The teams couldn’t be more excited to be joined in a strong and
scaled enterprise. As linear TV continues to succumb to accelerated
cord-cutting and TV ad dollars shift to digital, CTV is
increasingly becoming the 'go to' for consumers and advertisers.
The combined company is very well positioned to address the demands
of marketers seeking a true programmatic omnichannel ad buying
opportunity,” added President & COO, Mark Zagorski.
Transaction Details
Under the terms of the merger agreement, each share of Telaria
common stock issued and outstanding on the date of closing (April
1, 2020) will be converted into 1.082 shares of Rubicon Project
(NYSE:RUBI) common stock (and, if applicable, cash in lieu of
fractional shares).
Leadership
Michael Barrett is Chief Executive Officer of the combined
company, Mark Zagorski is President & Chief Operating Officer,
Tom Kershaw is Chief Technology Officer, David Day is Chief
Financial Officer, Erik Hovanec is Chief Strategy Officer, Joe
Prusz is Chief Revenue Officer, Adam Soroca is Global Head of Buyer
Team, David Hertog is Chief Marketing Officer, Tiffany Francis is
Chief People Officer, Aaron Saltz is General Counsel &
Corporate Secretary, Eve Filip is General Counsel, Commercial &
Privacy and Katie Evans is General Manager of CTV.
Inducement Awards
In connection with the completion of the merger with Telaria,
Rubicon Project granted 848,725 restricted stock units to six
former Telaria employees who have become employees of the combined
company. 394,079 of the restricted stock units vest quarterly over
four years, with approximately 25% vesting on May 15, 2021 and the
remainder vesting on each August 15, November 15, February 15, and
May 15 thereafter until fully vested. The remaining 454,646
restricted stock units vest with respect to one-half of the awards
on April 1, 2021 and with respect to the other half on April 1,
2022. The restricted stock units were issued as employment
inducement awards in accordance with Section 303A.08 of the NYSE
Listed Company Manual, which requires disclosure of the awards via
this press release.
To learn more about the combined company’s strategy, please see
CEO Michael Barrett’s blog post.
About Rubicon Project
Founded in 2007, Rubicon Project is one of the world’s largest
sell-side advertising platforms. 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.
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. Forward-looking statements may include, but are not
limited to, statements concerning the anticipated benefits of the
merger and our ability to capture CTV growth as a combined company.
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: 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 merger on the parties’ respective financial performance;
uncertainty as to the long-term value of combined company’s common
stock; the business, economic and political conditions in the
markets in which Rubicon Project and Telaria operate; the effect of
the coronavirus pandemic on the workforce, operations, financial
results and cash flows of the combined company; the combined
company’s ability to continue to grow and to manage its growth
effectively; the combined company’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, including with
respect to a pandemic or other global phenomenon; the freedom of
buyers and sellers to direct their spending and inventory to
competing sources of inventory and demand; the combined company’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; the concentration of CTV
advertising spend among a small number of large publishers; acts of
competitors and other third parties that can adversely affect the
combined company’s business; the combined company’s ability to
differentiate its 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; the
combined company’s ability to attract and retain qualified
employees and key personnel; and the combined company’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 the combined company’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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version on businesswire.com: https://www.businesswire.com/news/home/20200401005185/en/
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
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