TubeMogul Acquisition Brings Leading Video Advertising
Platform to Adobe Marketing Cloud
Adobe (Nasdaq:ADBE) today announced it has entered into a
definitive agreement to acquire TubeMogul (Nasdaq: TUBE) for
approximately $540 million net of debt and cash. Under the terms of
the agreement, Adobe will commence a cash tender offer to acquire
all of the outstanding common stock of TubeMogul for $14 per share.
TubeMogul is a leader in video advertising, with a single platform
that enables brands and agencies to plan and buy video advertising
across desktops, mobile, streaming devices and TVs. Adobe Marketing
Cloud is the world’s most comprehensive and integrated solution for
delivering exceptional digital experiences. Adobe’s acquisition of
TubeMogul will create the first end-to-end independent advertising
and data management solution that spans TV and digital formats,
simplifying what has been a complex and fragmented process for the
world’s biggest brands.
Video consumption is exploding across all devices and video
advertising is the fastest growing advertising category. Adobe is
the leader in video content creation and delivery with its Premiere
Pro CC and Primetime solutions. Adobe’s acquisition of TubeMogul
will enable brands to capitalize on the meteoric shift to online
video.
The acquisition of TubeMogul further strengthens Adobe’s
leadership in digital marketing and advertising technology.
Building upon its expertise in search, display and social
advertising planning and delivery with Adobe Media Optimizer, the
addition of TubeMogul will enable Adobe’s customers to maximize
their video advertising investments across desktop, mobile,
streaming devices and TV. TubeMogul’s video advertising platform,
combined with Adobe Marketing Cloud, will give customers access to
first-party data and measurement capabilities from Adobe Audience
Manager (Adobe’s data management platform) and Adobe Analytics
respectively.
“Whether it’s episodic TV, indie films or Hollywood
blockbusters, video consumption is exploding across every device
and brands are following those eyeballs,” said Brad Rencher,
executive vice president and general manager, digital marketing,
Adobe. “With the acquisition of TubeMogul, Adobe will give
customers a ‘one-stop shop’ for video advertising, providing even
more strategic value for our Adobe Marketing Cloud customers.”
TubeMogul is a video demand-side platform (DSP) leader according
to Forrester Research in its Q4 2015 Forrester Wave™ Video
Advertising Demand Side Platform report. Adobe and TubeMogul share
a long list of joint customers that will benefit from the
integration of TubeMogul into Marketing Cloud solutions. Joint
customers include Allstate, Johnson & Johnson, Kraft, Liberty
Mutual, L’Oréal, Nickelodeon and Southwest Airlines.
“Adobe and TubeMogul share a similar culture and vision for the
future of advertising,” said Brett Wilson, CEO and co-founder,
TubeMogul. “The combination of Adobe Marketing Cloud with
TubeMogul’s software creates a uniquely comprehensive platform that
will help marketers always know what’s working -- and act on it.
We’re thrilled to call Adobe home and believe this will be a great
move for our clients, team and shareholders.”
The transaction, which is expected to close during the first
quarter of Adobe’s 2017 fiscal year, is subject to customary
closing conditions. The potential financial impact to Adobe of this
transaction is not reflected in financial targets previously
provided by Adobe. Until the transaction closes, each company will
continue to operate independently. Assuming the completion of the
transaction, Adobe believes the acquisition of TubeMogul will be
neutral to Adobe’s non-GAAP earnings in fiscal year 2017. Due to
the absence at this time of certain acquisition-related cost
estimates and purchase price accounting, Adobe is currently unable
to provide an estimated impact on future GAAP earnings.
TubeMogul CEO Brett Wilson will continue to lead the TubeMogul
team as part of Adobe’s Digital Marketing business.
Forward-Looking Statements Disclosure
This press release includes forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, that are subject to risks, uncertainties and other factors,
including risks and uncertainties related to Adobe’s ability to
integrate TubeMogul’s technology into Adobe Marketing Cloud. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including
statements regarding: the ability of Adobe to extend its leadership
in digital marketing and other anticipated benefits of the
transaction to Adobe and to the combined companies; the
effectiveness of TubeMogul technology; potential benefits of the
transaction to Adobe and TubeMogul customers, the ability of Adobe
and TubeMogul to close the announced transaction; the possibility
that the closing of the transaction may be delayed; any statements
of expectation or belief; and any statements of assumptions
underlying any of the foregoing. These risks, uncertainties and
other factors, and the general risks associated with Adobe’s and
TubeMogul’s business, could cause actual results to differ
materially from those referred to in the forward-looking
statements. The reader is cautioned not to rely on these
forward-looking statements. All forward-looking statements are
based on information currently available to Adobe and are qualified
in their entirety by this cautionary statement. For a discussion of
these and other risks and uncertainties, individuals should refer
to Adobe’s and TubeMogul’s SEC filings. Adobe does not assume any
obligation to update any such forward-looking statements or other
statements included in this press release.
Adobe assumes no obligation to, and does not currently intend
to, update these forward-looking statements.
Securities Law Disclosures
In connection with the proposed acquisition, Adobe will commence
a tender offer for the outstanding shares of TubeMogul. The tender
offer has not yet commenced. This document is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of TubeMogul, nor is it a
substitute for the tender offer materials that Adobe and its
acquisition subsidiary will file with the SEC upon commencement of
the tender offer. At the time the tender is commenced, Adobe and
its acquisition subsidiary will file tender offer materials on
Schedule TO, and TubeMogul will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. The tender offer materials (including an Offer to Purchase,
a related Letter of Transmittal and certain other tender offer
documents) and the Solicitation/Recommendation Statement will
contain important information. Holders of shares of TubeMogul are
urged to read these documents when they become available because
they will contain important information that holders of TubeMogul
securities should consider before making any decision regarding
tendering their securities. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of shares of TubeMogul at no expense to
them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC’s web site at www.sec.gov.
About TubeMogul
TubeMogul (Nasdaq:TUBE) is a leader in software for brand
advertising. By reducing complexity, improving transparency and
leveraging real-time data, our platform enables advertisers to gain
greater control of their global advertising spend and achieve their
brand advertising objectives. TubeMogul was incorporated in 2007
and is based in Emeryville, California with operations in Kyiv,
London, New York, Paris, Sao Paulo, Shanghai, Singapore, Sydney,
Tokyo, Toronto and offices across the United States.
About Adobe
Adobe is changing the world through digital experiences. For
more information, visit www.adobe.com.
2016 Adobe Systems Incorporated. All rights reserved. Adobe and
the Adobe logo are either registered trademarks or trademarks of
Adobe Systems Incorporated in the United States and/or other
countries. All other trademarks are the property of their
respective owners. TubeMogul and the TubeMogul logo are trademarks
or registered trademarks of TubeMogul, Inc. in the United States
and other countries.
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version on businesswire.com: http://www.businesswire.com/news/home/20161110005746/en/
Press ContactAdobeStefan Offermann,
408-536-4023sofferma@adobe.comorInvestor Relations
ContactAdobeMike Saviage,
408-536-4416ir@adobe.comorTubeMogul Press
ContactTubeMogulDavid Burch,
510-653-0501david@TubeMogul.com
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