The Rubicon Project, Inc. (NYSE:RUBI) entered into a definitive agreement to acquire Telaria, Inc. (NYSE:TLRA) for approximately $390 million on December 19, 2019. The merger has been structured as stock-for-stock merger at an exchange ratio of 1.082 shares of Rubicon Project common stock for each share of Telaria common stock and restricted stock units. The Rubicon Project will issue option for options of Telaria. Both companies will be merged into one post-closing with Telaria stockholders expected to own approximately 47.1% and Rubicon Project stockholders expected to own approximately 52.9% of the fully diluted shares of the combined company. Telaria will be required to pay Rubicon Project a termination fee of $13.7 million or Rubicon Project will be required to pay Telaria a termination fee of $16 million. Upon closing, Michael Barrett will be named Chief Executive Officer of the combined company, Mark Zagorski will be named President and Chief Operating Officer and David Day will be the Chief Financial Officer. Telaria Board member, Paul Caine will be Chairperson of the Board of Directors of the combined company. The full Board will consist of nine members; four existing Directors from each company and Michael Barrett, Chief Executive Officer. Rubicon Project expects that the four Rubicon Project Directors will be designated to serve on the combined company Board of Directors as Rubicon Project continuing Directors namely Robert J. Frankenberg, Sarah P. Harden, Robert F. Spillane and Lisa L. Troe. Telaria expects that the four Telaria Directors will be designated to serve on the combined company Board of Directors as Telaria continuing Directors namely Paul Caine, Doug Knopper, Rachel Lam and James Rossman.

The transaction is subject to regulatory approvals, approval of stockholders of both companies, approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval for listing of the shares of common stock of Rubicon Project forming part of the Merger Consideration on the New York Stock Exchange and the effectiveness of a registration statement with respect to such common stock and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies. As of January 14, 2020, FTC granted the early termination notice. The Rubicon Project and Telaria will hold a special meeting on March 30, 2020. On March 30, 2020, the transaction was approved by the stockholders of Rubicon Project. As on February 26, 2020, the transaction is expected to close in early April 2020. Merger expected to create meaningful revenue and cost synergies, with expected annual run rate cost synergies of approximately $15 million to $20 million.

LUMA Partners LLC and Needham & Company, LLC are serving as financial advisors to Rubicon Project and Bradford P. Weirick of Gibson, Dunn & Crutcher LLP is serving as its legal advisor. Needham & Company acted as fairness opinion provider for The Rubicon Project. RBC Capital Markets, LLC is serving as financial advisor to Telaria, and Miguel J. Vega, Peyton Worley and Ian Nussbaum of Cooley LLP is serving as its legal advisor. D.F. King & Co., Inc. acted as information agent to The Rubicon Project and Telaria will receive a fee of $12,500 for its services from both companies. RBC Capital Markets, LLC will receive a fee of approximately $5.5 million, of which a portion was payable upon delivery of RBC Capital Markets opinion and approximately $4.5 million is contingent upon consummation of the merger. American Stock Transfer & Trust acted as proxy agent for Telaria.

The Rubicon Project, Inc. (NYSE:RUBI) completed the acquisition of Telaria, Inc. (NYSE:TLRA) on April 1, 2020. As a result of the merger, Telaria became a wholly owned subsidiary of Rubicon Project. 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.. 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.