RhythmOne PLC RhythmOne plc publicly files form F-4 with US SEC (3215A)
27 December 2017 - 6:42PM
UK Regulatory
TIDMRTHM
RNS Number : 3215A
RhythmOne PLC
27 December 2017
RHYTHMONE PLC PUBLICLY FILES FORM F-4 WITH U.S. SECURITIES AND
EXCHANGE COMMISSION
London, England and San Francisco, CA - 27 December 2017 -
RhythmOne plc (LSE AIM: RTHM, "Company"), a global advertising
technology company, makes the following announcement today relating
to its pending acquisition of YuMe, Inc ("YuMe"), a publicly traded
company listed on the New York Stock Exchange.
Further to the Company's announcement on 4 September 2017 of
entering into a definitive agreement with YuMe to acquire all of
YuMe's issued share capital, RhythmOne today announces that the
registration statement on Form F-4 relating to the RhythmOne
ordinary shares to be issued in connection with the Acquisition
(the "Form F-4") has been publicly filed with the U.S. Securities
Exchange Commission (the "SEC"). The Form F-4 is available on the
SEC's website www.sec.gov. The acquisition is expected to close in
the first calendar quarter of 2018.
Additional Information and Where to Find It
The exchange offer for the outstanding shares of YuMe stock
described in this communication has not yet commenced. This is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares, nor is it a substitute
for any materials that RhythmOne and its offering subsidiary,
Redwood Merger Sub 1, Inc. (the "Purchaser"), has filed or will
file with the SEC.
RhythmOne and the Purchaser have filed a registration statement
on Form F-4 that will serve as a prospectus for RhythmOne shares to
be issued as consideration in the offer and the mergers. RhythmOne
and the Purchaser also plan to file a tender offer statement on
Schedule TO, together with other related exchange offer documents,
including a letter of transmittal, in connection with the offer,
and YuMe plans to file a Recommendation Statement on Schedule 14D-9
in connection with the offer registration statement on Form F-4.
These documents will contain important information about RhythmOne,
YuMe, the offer and the mergers. YuMe stockholders are urged to
read these documents carefully and in their entirety when they
become available before making any decision regarding exchanging
their shares. These documents will be made available to YuMe
stockholders at no expense to them and will also be available for
free at the SEC's website at www.sec.gov. Additional copies may be
obtained for free by contacting RhythmOne's investor relations
department at Edward Bridges, FTI Consulting, Inc., Tel: +44 (0)20
3727 1000, Email: rhythmone@fticonsulting.com or YuMe's investor
relations department at ir@yume.com or +1-650-503-7192. Such
documents are being prepared but are not currently available.
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.
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.
For further information, please contact:
Analyst and Investor Contact
Dan Slivjanovski
RhythmOne plc
Financial Media Contacts
Edward Bridges / Dwight Burden
FTI Consulting LLP
(UK) 020 3727 1000
Nomad and Broker for RhythmOne
Nick Westlake (Nomad) / Lorna Tilbian / Toby Adcock
Numis Securities Limited
(UK) 020 7260 1000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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