LONDON and SAN FRANCISCO, Jan. 4, 2018 /PRNewswire/
-- RhythmOne plc (LSE AIM: RTHM, "Company" or
"RhythmOne") today commenced an exchange offer (the
"Offer") for all of the outstanding shares of YuMe, Inc.
(NYSE: YUME, "YuMe"), a leading digital video brand
advertising provider, pursuant to the companies' previously
announced merger agreement dated 4 September
2017 (the "Acquisition").
Subject to the terms and conditions of the Offer, which is being
made through a wholly owned subsidiary of RhythmOne, YuMe
stockholders who validly tender their shares in the Offer will
receive, for each share of YuMe common stock ("YuMe Share"), $1.70 in cash without interest and 0.7325
ordinary shares of RhythmOne. The Acquisition is expected to close
in the first calendar quarter of 2018.
Strategically, RhythmOne believes the Acquisition will result in
a combined entity with a complete end-to-end platform in one of the
fastest growing segments of the industry, with the resources,
relationships and talent to drive earnings growth both organically
and through other potential acquisitions.
The Offer will expire at the time that is one minute following
11:59 p.m. Pacific time on
1 February 2018, unless the Offer is
extended in accordance with U.S. tender offer rules and the terms
set out in the prospectus/offer to exchange. The terms and
conditions of the Offer are described in the exchange offer
documents, which will be mailed to YuMe stockholders and have been
filed with the Securities and Exchange Commission.
Upon satisfaction of the conditions to the Offer, and after the
YuMe Shares tendered in the Offer are accepted for payment,
RhythmOne and YuMe intend, as soon as practicable, to effect a
merger pursuant to Section 251(h) of the Delaware General
Corporation Law, which does not require a vote of YuMe's
stockholders, and which would result in each YuMe Share not tendered in the Offer (other than
shares held by YuMe in treasury or by YuMe stockholders who have
validly exercised their appraisal rights under Delaware law) being converted into the right
to receive the same consideration received for each YuMe Share accepted in the Offer.
The Offer is subject to customary conditions, including the
tender by YuMe stockholders of a number of YuMe Shares that
represents at least a majority of the issued and outstanding YuMe
Shares. The applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act has expired, and accordingly this
condition to the Offer has been satisfied. No approval of the
stockholders of YuMe is required in connection with the proposed
transaction.
The board of directors of YuMe has unanimously recommended that
YuMe stockholders accept the Offer and tender their YuMe Shares to
RhythmOne pursuant to the Offer. Certain YuMe stockholders and each
of their respective affiliates, who between them hold approximately
29.0% of the YuMe Shares as of 2 January
2018, have agreed to tender their shares as part of the
Offer.
In connection with the Offer, RhythmOne has filed a registration
statement on Form F-4, which includes a prospectus/offer to
exchange and certain ancillary documentation, which will be mailed
to YuMe stockholders, and a tender offer statement on Schedule TO
with the SEC. YuMe has filed a solicitation/recommendation
statement on Schedule 14D-9 that will also be mailed to YuMe
stockholders. These documents contain important information about
the Offer that should be read carefully before any decision is made
with respect to the Offer.
Requests for copies of the prospectus/offer to exchange, the
accompanying letter of transmittal and other exchange offer
materials may be directed to Georgeson LLC, the information agent
for the Offer, by phone toll-free at (866) 856-2826
About RhythmOne
RhythmOne provides streamlined, transparent connections between
advertisers and audiences through a combination of differentiated
supply, innovative technology and data-driven insights. Founded in
2004 in the UK, the Company pioneered Internet video search and
works with digital advertisers, publishers and content providers to
offer fully integrated, cross-screen solutions that span desktop
and mobile video, rich media, display, social and native
advertising. Through its fully integrated programmatic platform,
RhythmMax, the Company represents digital advertising inventory
across owned, controlled and extended supply sources. The RhythmMax
platform includes unique brand safety technology, RhythmGuard,
which combines leading third-party verification and proprietary
filtering technologies to ensure inventory quality in brand safe
environments. RhythmOne's end-to-end platform provides more direct,
efficient and effective connections, driving ROI for advertisers
and publishers. The Company is headquartered in San Francisco, United States with offices in the US, UK,
Europe, APAC and Canada. For more information, please visit
www.rhythmone.com.
Numis Securities Limited ("Numis") which is authorised
and regulated in the United
Kingdom by the Financial Conduct Authority is acting for the
Company and no one else as nominated advisor and UK broker and
financial advisor only and will not afford the protections afforded
to clients of Numis to any other person. To the fullest extent
permitted by law Numis expressly disclaims any liability whatsoever
arising out its role and/or of the contents of this announcement to
any person other than the Company.
Forward-Looking Statements
This announcement contains (or may contain) certain
forward-looking statements with respect to the proposed
Acquisition, the expected timetable for the Offer, the benefits and
synergies associated with the proposed Acquisition, future
opportunities for the combined company and certain of RhythmOne's,
YuMe's or the combined company's future expectations, beliefs,
plans, objective, financial conditions, assumptions or future
events or performance and which involve a number of risks and
uncertainties. RhythmOne cautions readers that no forward-looking
statement is a guarantee of future performance and that actual
results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements are often, but not
always, made through the use of words or phrases such as
"anticipate," "believe," "could," "estimate," "intend," "may,"
"outlook," "plan," "positioned," "potential," "predict," "project,"
"should," "strategy," will," "would" and similar expressions.
All such forward-looking statements involve estimates and
assumptions that are subject to risks, uncertainties and other
factors that could cause actual future financial condition,
performance and results to differ materially from the plans, goals,
expectations and results expressed in the forward-looking
statements and other financial and statistical data within this
prospectus/offer to exchange. Among the key factors that could
cause the failure of the Acquisition to be completed or, if
completed, that could have an adverse effect on the results of
operations, cash flows and financial position of the combined
company and any anticipated benefits of the Acquisition, and that
could cause actual results to differ materially from those
projected in the forward-looking statements, are the growth and
prospects of the digital advertising industry, forecasts regarding
internet usage and advertising spend, projected levels of growth in
RhythmOne's markets, RhythmOne's expectations about the factors
that drive business, RhythmOne's investments in international and
emerging market and sectors, anticipated trends and challenges in
RhythmOne's industry, including but not limited to the increasing
quantity, variety and fragmentation of digital video content,
platforms, distribution channels and technologies, the expansion of
the digital media advertising market in general and the digital
video advertising market in particular, RhythmOne's operating
results, including revenue, cost of revenue, expenses and
liquidity, RhythmOne's strategy and competition, market trends,
including overall opportunities for digital media advertising and
shifting advertising budget, the ongoing improvement and refinement
of RhythmOne's data-science capabilities, developments in the
regulatory framework applicable to RhythmOne's business, and
RhythmOne's intellectual property and proprietary technologies.
All forward-looking statements attributable to RhythmOne or
YuMe, or persons acting on their behalf, are expressly qualified in
their entirety by the cautionary statements set out herein. Undue
reliance should not be placed on such statements, which speak only
as of the date they are made. Such factors include, but are not
limited to: the failure to complete the proposed Acquisition or to
complete it on the currently proposed terms; adverse fluctuations
in foreign currency exchange rates; RhythmOne's ability to
implement and achieve its business strategies successfully; and
other factors that are set out in "Risk Factors" of the
prospectus/offer to exchange relating to the Offer and in the
documents incorporated by reference such prospectus/offer to
exchange, including those in the section "Risk Factors" in YuMe's
Annual Report on Form 10-K for the year ended December 31, 2016 and YuMe's Quarterly Report on
Form 10-Q for the quarter ended September
30, 2017. Additional factors could cause actual results to
differ materially from those in the forward-looking statements.
Subject to compliance with applicable laws and regulations of the
relevant stock exchanges, RhythmOne disclaims any intention or
obligation to update or revise any forward-looking statements and
undertakes no obligation to release publicly the results of any
future revisions to the forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Additional Information and Where to Find It
This communication relates to a pending business combination
transaction between RhythmOne and YuMe. This communication is for
informational purposes only and is neither an offer to sell or
exchange, nor a solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
RhythmOne has filed a registration statement on Form F-4 related
to the transaction with the SEC and may file amendments thereto.
RhythmOne and a wholly-owned subsidiary of RhythmOne filed today a
tender offer statement on Schedule TO (including a prospectus/offer
to exchange, a related letter of transmittal and other exchange
offer documents) related to the transaction with the SEC and may
file amendments thereto. YuMe has filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC and may file amendments thereto. RhythmOne and YuMe may also
file other documents with the SEC regarding the transaction. This
communication is not a substitute for any registration statement,
Schedule TO, Schedule 14D-9 or any other document which RhythmOne
or YuMe has filed or may file with the SEC in connection with the
transaction. Investors and security holders are urged to read the
registration statement, the Schedule TO (including the
prospectus/offer to exchange, related letter of transmittal and
other exchange offer documents), the solicitation/recommendation
statement on Schedule 14D-9 and the other relevant materials with
respect to the transaction carefully and in their entirety before
making any decision regarding exchanging their shares, because they
contain important information about the transaction. The
prospectus/offer to exchange, the related letter of transmittal and
certain other exchange offer documents, as well as the
solicitation/recommendation statement, will be made available to
all holders of YuMe stock at no expense to them. The exchange offer
materials and the solicitation/recommendation statement are
available for free at the SEC's website at www.sec.gov. Additional
copies of the exchange offer materials and the
solicitation/recommendation statement may be obtained for free from
RhythmOne by contacting RhythmOne's investor relations department
at Edward Bridges, FTI Consulting, Inc., Tel: +44 (0)20 3727 1000,
Email: rhythmone@fticonsulting.com. Additional copies of the
solicitation/recommendation statement may be obtained for free by
contacting YuMe's investor relations department at ir@yume.com or
+1-650-503-7192.
In addition to the SEC filings made in connection with the
transaction, YuMe files annual, quarterly and current reports and
other information with the SEC. You may read and copy any reports
or other such filed information at the SEC public reference room at
100 F Street, N.E., Washington,
D.C. 20549, United States of
America. Please call the SEC at +1 800 732 0330 for further
information on the public reference room. YuMe's filings with the
SEC are also available to the public from commercial
document-retrieval services and at http://www.sec.gov. In addition
to the SEC filings made in connection with the transaction,
RhythmOne makes available annual reports and other information free
of charge on its website at www.RhythmOne.com. Such information can
also be obtained from RhythmOne using the contact information
above.
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SOURCE RhythmOne plc