Item 2.02. Results of Operations and Financial Condition
On January 30, 2020, The Rubicon Project, Inc. ("Rubicon Project") and Telaria,
Inc. ("Telaria") issued a joint press release reporting the estimated financial
results for Rubicon Project and for Telaria for the full year 2019 and for
the fourth quarter ended December 31, 2019. A copy of the press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01. Other Events
The disclosure above in Item 2.02 of this Current Report on Form 8-K is
incorporated into this Item 8.01 by reference.
Additional Information and Where to Find It
On January 30, 2020, Rubicon Project filed with the U.S. Securities and Exchange
Commission ("SEC") a registration statement on Form S-4, which includes a
document that serves as a preliminary prospectus of Rubicon Project and a
preliminary joint proxy statement of Rubicon Project and Telaria (the
"preliminary joint proxy statement/prospectus"). The preliminary joint proxy
statement/prospectus is not final and may be further amended before the
registration statement is declared effective by the SEC and Telaria and Rubicon
Project file their definitive joint proxy statement/prospectus. The preliminary
joint proxy statement/prospectus contains, and the definitive joint proxy
statement/prospectus will contain, 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 preliminary joint proxy
statement/prospectus (and any amendments thereto and the definitive version
thereof when such filings become available) and other filings made in connection
therewith because such documents will contain important information about the
proposed business combination. A definitive joint proxy statement/prospectus
will be sent to the stockholders of Rubicon Project and Telaria.
Investors and security holders will be able to obtain copies of the preliminary
joint proxy statement/prospectus and definitive 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 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 Rubicon Project's Form 10-K for the year
ended 2018 and the proxy statement for Rubicon Project's 2019 Annual Meeting of
Stockholders, which were filed with the SEC on February 27, 2019 and April 5,
2019, respectively. Information about Telaria's directors and executive officers
is set forth in Telaria's Form 10-K for the year ended 2018 and the proxy
statement for Telaria's 2019 Annual Meeting of Stockholders, which were filed
with the SEC on March 19, 2019 and April 24, 2019, 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 preliminary joint proxy statement/prospectus,
and will be contained in the definitive joint proxy statement/prospectus (when
available) and other relevant materials to be filed with the SEC regarding the
proposed merger when they become available. Investors should read the definitive
joint proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions.
Notice Regarding Forward-Looking Statements
This document 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 traffic
shaping technology on its business? 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.
Exhibits
Exhibit
Number Exhibit Description
99.1 Joint press release, dated January 30, 2020.
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