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Telaria and Rubicon Project Closer to Merger

Rubicon Project ​(NYSE:RUBI), the global exchange for advertising,​ and ​Telaria (NYSE:TLRA), the software platform that optimises yield for leading video publishers, ​have announced that the companies have 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.”

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.

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.


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