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Telaria, Rubicon Project to merge in stock-for-stock deal


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Telaria, Rubicon Project to merge in stock-for-stock deal

Telaria Inc. inked a deal to merge with The Rubicon Project Inc. in a stock-for-stock transaction.

The deal, which has been unanimously approved by the two companies' boards, is expected to close in the first half of 2020 and is subject to the receipt of required regulatory approvals as well as other customary closing conditions and the approval of stockholders of both companies.

Under the terms of the transaction, each share of Telaria's common stock issued and outstanding as of the effective time of the merger will be converted into the right to receive 1.082 shares of Rubicon Project common stock less any applicable withholding taxes, according to a Dec. 19 company release.

Upon closing of the merger, Telaria stockholders are expected to own about 47.1% and Rubicon Project stockholders are expected to own about 52.9% of the fully diluted shares of the combined company. Furthermore, Michael Barrett will be named CEO of the combined company, Mark Zagorski will be named president and COO, while David Day will be the CFO of the combined entity, upon closing.

LUMA Partners LLC and Needham & Co. LLC are serving as financial advisers to Rubicon Project, while Gibson Dunn & Crutcher LLP is serving as its legal adviser. RBC Capital Markets LLC is serving as financial adviser to Telaria and Cooley LLP is serving as its legal adviser.

Rubicon Project, together with its subsidiaries, provides technology solutions to automate the purchase and sale of digital advertising inventory for buyers and sellers in the U.S and internationally.