Rubicon And Telaria To Merge In A Stock-For-Stock Deal To Strengthen CTV Market

Stopping short of calling it an acquisition, Rubicon Project and Telaria in a joint announcement on Thursday said the two companies will merge. 

“We saw this as an opportunity to bring complementary assets together,” said Mark Zagorski, president and COO of the combined, unnamed company.

The merger is expected to close in the first half of 2020, at which time management will release the new company name.

There’s no real overlap in customers. Telaria has an expertise in connected television. The idea is to buy all types of media through one platform worldwide, Zagorski said. 

"It gives media buyers an opportunity to plug into a platform that doesn't have conflicts," he said. "That puts us in the front of the Googles of the world that do have buy-side platform and own media assets and have conflicts."

The deal is being carried out as a stock-for-stock merger at an exchange ratio of 1.082 shares of Rubicon Project common stock for each share of Telaria common stock. Telaria stockholders are expected to own 47.1% and Rubicon Project stockholders are expected to own 52.9% of the fully diluted shares of the combined company.

The new company will enable publishers to monetize across all formats and auction types including CTV, desktop display, video, audio, and mobile in all formats.

The combined companies will offer one platform to transact connected TV (CTV), desktop display, video, audio, and mobile inventory across all geographies and auction types.

Michael Barrett will take on the role of CEO, while Zagorski will be president and COO and David Day will be Chief Financial Officer.

Telaria board member Paul Caine becomes chairperson of the Board of Directors for the combined company, leading the nine-member board. The board will combine four existing directors from each company, as well as Barrett.

During the 12-month period ending Sept. 30, 2019, Telaria and Rubicon Project’s aggregate revenue brought in $217 million -- up 32% compared with the same period of the prior year.

The combined companies will have diversified revenue streams, substantial Adjusted EBITDA, and about $150 million in cash to invest in mergers and acquisitions and no debt based on September 30, 2019 balances.

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