Item 2.02. Results of Operations and Financial Condition
On
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
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
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
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.
© Edgar Online, source