8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 23, 2014

MILLENNIAL MEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-35478	20-5087192
(Commission File No.)	(IRS Employer Identification No.)

2400 Boston Street, Suite 201

Baltimore, MD 21224

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (410) 522-8705

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events

On September 23, 2014, Millennial Media, Inc. (“Millennial”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexage Inc., (“Nexage”), Neptune Merger Sub I, Inc., a wholly owned subsidiary of Millennial (“Merger Sub I”), Neptune Merger Sub II, LLC, a wholly owned subsidiary of Millennial (“Merger Sub II”), and Fortis Advisors LLC, solely in its capacity as Securityholder Representative, pursuant to which Merger Sub I will, upon the terms and subject to the satisfaction or waiver of the conditions therein, merge with and into Nexage, and as part of the same transaction, Nexage will merge with and into Merger Sub II (collectively, the “Merger”), with Merger Sub II continuing as the surviving corporation and as a wholly-owned subsidiary of Millennial.  On September 23, 2014, Millennial issued a press release announcing the execution of the Merger Agreement and its intention to hold a conference call to discuss, among other items, the proposed Merger.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  Also on September 23, 2014, Millennial posted on its website materials to be used in investor and other presentations from time to time regarding the proposed Merger.  A copy of this presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K and the materials incorporated by reference herein include “forward-looking statements” including, without limitation, statements regarding the proposed acquisition of Nexage and the integration of Nexage’s business with that of Millennial, the combined company’s forecasted financial results, anticipated reach, capabilities and opportunities for the combined company, expected benefits to advertisers and developers and market opportunities, that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements.  These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in these materials that are not historical facts.  These statements are sometimes identified by words and phrases such as “will,” “may,” “expect,” “to be,” or words or phrases of similar meaning. As a result of the ultimate outcome of such risks and uncertainties, Millennial’s actual results could differ materially from those anticipated in these forward-looking statements.  These statements are based on Millennial’s current beliefs and expectations, and there are a number of important factors that could cause the actual results or outcomes to differ materially from those indicated by these forward-looking statements, including, without limitation, whether the proposed acquisition is completed in a timely manner, if at all; the satisfaction of conditions to completing the transaction, including the ability to secure regulatory approvals and approval by Millennial’s stockholders of the issuance of shares in connection with the proposed acquisition; the ability of Millennial to successfully integrate Nexage’s business if the acquisition is completed; disruption from the transaction making it more difficult to maintain relationships with clients, suppliers or employees; risks related to the successful offering of the combined company’s products and services; the risk that the anticipated benefits of the acquisition may not be realized; and other risks that may impact Millennial’s business.  Other risk factors are set forth under the caption “Risk Factors,” in Millennial’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 11, 2014, which is available on a website maintained by the SEC at www.sec.gov.  Millennial expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.	Description
99.1	Press release dated September 23, 2014 entitled “Millennial Media to Acquire Nexage, a Leading Mobile SSP and Advertising Exchange”
99.2	Presentation Material

Additional Information about the Proposed Acquisition and Where You Can Find It

Millennial plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of Millennial to be held for the purpose of voting on the issuance of the shares of Millennial common stock to be issued in connection with the proposed acquisition (the “Shares”).  BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE ISSUANCE OF THE SHARES CONTEMPLATED BY THE PROPOSED ACQUISITION, MILLENNIAL SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The proxy statement and other relevant materials, and any other documents filed by Millennial with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, stockholders of Millennial may obtain free copies of the documents filed with the SEC by contacting Millennial’s Investor Relations department at (410) 522-8705, or Investor Relations, Millennial Media, Inc., 2400 Boston Street, Suite 201, Baltimore, Maryland 21224.  You may also read and copy any reports, statements and other information filed by Millennial with the SEC at the SEC public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

2

Interests of Certain Participants in the Solicitation

Millennial and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Millennial in favor of the proposed transaction. A list of the names of Millennial’s executive officers and directors, and a description of their respective interests in Millennial, are set forth in the proxy statement for Millennial’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2014, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended.

If and to the extent that executive officers or directors of Millennial will receive any additional benefits in connection with the proposed transaction that are unknown as of the date of this filing, the details of such benefits will be described in the proxy statement and security holders may obtain additional information regarding the interests of Millennial’s executive officers and directors in the proposed transaction by reading the proxy statement when it becomes available.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 23, 2014	MILLENNIAL MEDIA, INC.
	By:	/s/ Ho Shin
		Ho Shin
		General Counsel and Chief Privacy Officer

4

Exhibits

Exhibit No.	Description
99.1	Press release dated September 23, 2014 entitled “Millennial Media to Acquire Nexage, a Leading Mobile SSP and Advertising Exchange”
99.2	Presentation Material

5

EX-99.1

Exhibit 99.1

Millennial Media to Acquire Nexage, a Leading Mobile SSP and Advertising Exchange

— Positions Millennial Media as Leading Independent Mobile Programmatic Marketplace —

Baltimore, MD (September 23, 2014) — To accelerate its leading position in mobile advertising, Millennial Media (NYSE: MM) today announced it has signed a definitive agreement to acquire Nexage for approximately $107.5 million in cash and stock, subject to certain adjustments. Based in Boston, privately held Nexage is a leading provider of Real-Time-Bidding (RTB) technology that helps to automate the buying and selling of mobile advertising.

“We are in a very exciting time right now as we help to build, educate and advance the role of RTB and programmatic solutions to advertisers, publishers, and developers,” said Michael Barrett, President and CEO of Millennial Media. “Our vision is to create a full-stack solution that enables us to open the flow of impressions, operate a leading independent exchange, and maximize the yield for our publishers. The opportunity to integrate Nexage’s programmatic technology with our deep roots and heritage in agency relationships will uniquely position us in this fast paced ecosystem. Together, our companies will be able to offer managed services for agencies and a complete set of programmatic tools for automated buyers. We are looking forward to having the Nexage team join our family as we continue to build the next generation of mobile advertising.”

The proposed acquisition of Nexage underpins Millennial Media’s platform business in three key areas:

Increasing yield for publishers via expertise and scale

Nexage’s offerings will complement Millennial Media’s demand from agencies and advertisers with a complete programmatic marketplace. Nexage’s marketplace includes:

·A leading exchange that allows Demand Side Platforms (DSPs) and trading desks to buy ad impressions via programmatic direct, private exchange and open auctions.

·A Supply Side Platform (SSP) and mediation solution that allows publishers to expose impressions to classic networks - including the Facebook Audience Network, Google’s Admob, and iAd. In total, Nexage is connected to over 225 programmatic buyers and networks, providing one of the most complete mobile monetization solutions globally.

·An ad server that publishers and developers can utilize to launch directly-sold campaigns.

Allowing advertisers to buy impressions programmatically

Millennial Media is known for its full service global sales, service, and creative teams. These teams are able to provide consultative sales based on their deep relationships with marketers and agencies. Following the Nexage acquisition, Millennial Media will be in a position to enable buyers to execute deals via public and private RTB auctions and programmatic direct deals.

Enabling data and audience buying

With Millennial Media’s existing data management platform (DMP) as its backbone, the two companies will be in a distinct position to enrich impressions through first and third party data. Millennial Media’s mobile-first DMP can ingest publisher and advertiser data to enable re-targeting, audience extensions, and cross-device attribution.

“Millennial Media is an extremely well known name in our industry, and a real pioneer and leader in bringing brand dollars into mobile,” said Ernie Cormier, President and CEO of Nexage. “I believe the addition of Nexage’s platform and people will further Millennial Media’s mission in creating a leading independent mobile advertising platform and vital programmatic marketplace.”

Terms

Under the terms of the agreement, Millennial Media will pay approximately $22.5 million in cash and approximately $85 million in stock, subject to certain adjustments. Accordingly, Nexage shareholders will receive approximately 37 million newly issued shares of Millennial Media based on a price of $2.21 per share of Millennial Media common stock, which is the volume weighted average trading price per share during the fifteen trading days immediately up to and including September 16, 2014, corresponding to approximately 26% ownership for Nexage shareholders on a pro forma combined basis, based on issued and outstanding shares. The closing of the acquisition is subject to the satisfaction of various customary closing conditions, including approval by Millennial Media’s shareholders of the proposed issuance of the shares to Nexage shareholders in accordance with the rules of the New York Stock Exchange.

LUMA Securities acted as the financial advisor to Millennial Media and GCA Savvian acted as the financial advisor to Nexage.

Reaffirming Q3 2014 Outlook

In connection with today’s announcement, Millennial Media is reaffirming that it expects Q3 2014 total revenue to be in the range of $65 million to $70 million and Adjusted EBITDA to be a loss of between $(7) million and $(8) million.

Conference Call

Millennial Media will host a conference call on September 23, 2014 at 8:00 a.m. ET to discuss the transaction. To listen to the conference call please dial 866-318-8614 or for international 617-399-5133 and provide the following passcode: 27515748. If you are unable to listen to the live conference call, a replay will be available through September 30, 2014, and can be accessed by dialing 888-286-8010 or for international 617-801-6888 using passcode 65035767.

About Millennial Media

Millennial Media (NYSE: MM) is the leading independent mobile ad platform company, supporting the world’s top brands and mobile content providers. The company’s unique data and technology assets enable its clients to connect with their target audiences as they move across screens, media, and moments. Millennial Media drives meaningful results at scale through a diverse suite of products fueled by innovation and the industry’s smartest minds. For more information, visit www.millennialmedia.com.

About Nexage

Nexage is a leading, premium mobile exchange that creates high-value, brand-safe liquidity for advertisers and publishers. The Nexage Exchange provides a range of programmatic markets to enable buyers and publishers to accelerate their businesses how they want to buy and sell including public exchange, private exchange, and programmatic guaranteed markets—and supports an ever-increasing volume of rich media and video ad units. Nexage Connect delivers integrated 1st and 3rd party data, including behavioral, contextual, enriched location, universal identifier, and privacy data to enhance targeting and retargeting. Nexage Protect delivers a suite of brand safety controls to advertisers and publishers. Nexage serves customers on a worldwide basis with offices in Boston, New York, San Francisco and London. Come visit us at www.nexage.com or follow us on Twitter @Nexage.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties and are made pursuant to the Private Securities Litigation Reform Act of 1995, including those regarding our proposed acquisition of Nexage and the integration of our two businesses, and our expectations regarding financial results for the third quarter of 2014. These statements are subject to known and unknown risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our actual results could differ materially from those expressed or implied by such statements.  These risks and uncertainties include but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all; the satisfaction of conditions to completing the transaction, including the ability to secure regulatory approvals and approval by Millennial’s stockholders of the issuance of shares in connection with the proposed acquisition; the risk that, even if it is completed, we may not realize the expected benefits from the acquisition; and other risks described in Millennial’s filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.  These documents are available on the ‘SEC Filings’ section of the Investor Relations page of our website at http://investors.millennialmedia.com.  All forward-looking statements are based on information available to us as of the date hereof, and Millennial does not assume any obligation and does not intend to update any forward-looking statements, except as required by law.

Additional Information about the Proposed Acquisition and Where You Can Find It

Millennial Media, Inc. (“Millennial”) plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of Millennial to be held for the purpose of voting on the issuance of the shares of Millennial common stock to be issued in connection with the proposed acquisition (the “Shares”).  BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE ISSUANCE OF THE SHARES CONTEMPLATED BY THE PROPOSED ACQUISITION, MILLENNIAL SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The proxy statement and other relevant materials, and any other documents filed by Millennial with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, stockholders of Millennial may obtain free copies of the documents filed with the SEC by contacting Millennial’s Investor Relations department at (410) 522-8705, or Investor Relations, Millennial Media, Inc., 2400 Boston Street, Suite 201, Baltimore, Maryland 21224.  You may also read and copy any reports, statements and other information filed by Millennial with the SEC at the SEC public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Interests of Certain Participants in the Solicitation

Millennial and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Millennial in favor of the proposed transaction. A list of the names of Millennial’s executive officers and directors, and a description of their respective interests in Millennial, are set forth in the proxy statement for Millennial’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2014, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended.

If and to the extent that executive officers or directors of Millennial will receive any additional benefits in connection with the proposed transaction that are unknown as of the date of this filing, the details of such benefits will be described in the proxy statement and security holders may obtain additional information regarding the interests of Millennial’s executive officers and directors in the proposed transaction by reading the proxy statement when it becomes available.

Investor Relations Contact

Joseph Wilkinson

Millennial Media

(443) 681-6238

IR@millennialmedia.com

Press Contact

Todd Cadley

Millennial Media

(843) 822-3226

tcadley@millennialmedia.com

EX-99.2

Exhibit 99.2

September 2014

2 This presentation contains forward-looking statements that involve risks and uncertainties and are made pursuant to the Private Securities Litigation Reform Act of 1995, including those regarding our proposed acquisition of Nexage, the combined company’s forecasted financial results, anticipated reach, capabilities and opportunities for the combined company, expected benefits to advertisers and developers and market opportunities. These statements are subject to known and unknown risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our actual results could differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all; the satisfaction of conditions to completing the transaction, including the ability to secure regulatory approvals and approval by Millennial Media’s stockholders of the issuance of shares in connection with the proposed acquisition; the risk that, even if it is completed, we may not realize the expected benefits from the acquisition; the ability of Millennial Media to successfully integrate Nexage’s business if the acquisition is completed; and other risks described in Millennial’s filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. These documents are available on the ‘SEC Filings’ section of the Investor Relations page of our website at http://investors.millennialmedia.com. All forward-looking statements are based on information available to us as of the date hereof, and Millennial Media does not assume any obligation and does not intend to update any forward-looking statements, except as required by law. Forward Looking Statements

Advertising Spend is Moving to Mobile 3 Source: BI Intelligence US Mobile Advertising as Percentage of All US Digital Advertising 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% 10% 14% 21% 28% 34% 39% 2013 2014E 2015E 2016E 2017E 2018E

Market is Moving To Programmatic 4 Percentage of All Display Related Media Transactions Source: eMarketer. 2014 and future year percentages are estimates. 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2011 2012 2013 2014 2015 2016 2017 RTB Non-RTB Programmatic Non-Programmatic

mmdmp 5 | Brand Agency Trading Desks | Performance Publisher Developer/SDK Networks outsourced important & missing piece Millennial Media’s Platform Vision A full-stack marketplace that supports managed and programmatic buying & selling Advertisers Agencies Exchange Agency Trading Desks DSPs Programmatic Buyers PROGRAMATTIC BUYERS IO BASED BUYERS

 Nexage Acquisition 6 Proposed Combined Company Platform Nexage acquisition will bring critical components in-house | Brand Advertisers Agencies Exchange Agency Trading Desks DSPs Programmatic Buyers | Performance PROGRAMATTIC BUYERS IO BASED BUYERS Publisher Developer/SDK Networks Nexage Acquisition + + Capturing spend from programmatic buyers Controlling the last mile mmdmp

Mobile Publisher 7 Mobile Ad Networks Mobile Ad Buyer Non-Programmatic is Crowded and Non-Differentiated OVERCROWDED

Mobile Publisher Mobile Ad Buyer + Mobile Ad Exchanges by Twitter 8 Mobile Programmatic: Few Options Opportunity to Become Leading Independent Exchange

Nexage Opportunity 9 Largest independent mobile exchange and SSP Founded in 2006 and headquartered in Boston 60+ billion monthly ad impressions and growing at 10% per month 30% of spend is through private exchanges, and growing First-to-market with mobile RTB and mobile private exchanges RTB represents 69% of spend on the Nexage platform, and growing Advanced programmatic direct solutions Supports all ad types: native, interstitial, rich media, and video Deep relationships with premium publishers and top-tier buyers Access to first look inventory and premium impressions via SSP Leads to robust fill rates and eCPM relative to market First-to-market with exchange-based data solution Integrates first- and third-party data Platform enables cookie-less targeting / retargeting

Exchange Fill Rate (%) Exchange eCPM ($) Achieved Through: Increased targetability with SDK distribution Access to every third party demand source (programmatic and networks) Achieved Through: Higher quality impressions through Nexage’s first look Auction pressure from MM’s in-house demand Creating Strategic Value for Millennial Media MM demand + Nexage third party demand will create powerful monetization platform 10

$300m+ IO based demand Access to programmatic demand Access to networks via yield mgmt 11 Sample Pitch: Standalone Independent Platform Scaled alternative to Facebook, Google, and Twitter Monetization Data Management “We are the leading independent monetization platform with access to every demand source.” “You can trust us with your data. We help manage it, and enrich your impressions with 3rd party data.” App contains MM Super SDK; which talks to all other SDKs Example publisher

Transaction Overview 12 Consideration: Total purchase price of approximately $107.5 million, on a cash-free and debt-free basis, for 100% of the vested and unvested equity of Nexage Approximately $22.5 million in cash and $85 million in stock* Existing shareholders of Nexage to receive approximately 37 million newly issued Millennial Media shares based on a price of $2.21 per share of Millennial Media common stock** Implies approximately 26% ownership for Nexage shareholders on a Pro Forma combined basis, based on issued and outstanding shares Governance: Nexage to nominate one representative to Millennial Media’s Board of Directors Timetable: Expected to close in Q4 2014 Closing Conditions: Millennial Media shareholder approval of issuance of shares Regulatory approvals Other customary closing conditions *The precise mix of cash and stock is subject to certain adjustments. **Based on the volume weighted average trading price per share of Millennial Media common stock during the fifteen (15) trading days immediately up to and including September 16, 2014.

Financials - 4 -

Financial Overview Notes: All numbers are unaudited. MM 2013 figures are on a Pro Forma Combined (PFC) basis, inclusive of Jumptap. Nexage figures are preliminary and unaudited. Nexage and combined company PFC Gross Margin % figures are derived from Gross/Managed Revenue. Pro Forma Combined (PFC) revenue is net of intercompany revenue Combined company PFC Gross Margin % would be 42.8% if based on combined company PFC Net Revenue See slide 16 for components of AEBITDA and reconciliation to GAAP net loss 14

Synergy Expectations and Integration Cost Summary Synergies: Expected revenue synergies of approximately $20 million - $25 million in 2015, $50 million - $60 million in 2016 Expected revenue synergies from increased exchange fill rates and higher eCPMs Expected AEBITDA synergies of approximately $2 million - $4 million in 2015, $9 million - $11 million in 2016 Integration & Transaction Costs: Expected one-time transaction and integration costs of approximately $3 million 15

AEBITDA Reconciliation 16 Notes: * MM 2013 figures are Pro Forma Combined (PFC), inclusive of Jumptap ** Nexage figures are preliminary

17 Millennial Media Overview Appendix

18 650MM monthly unique worldwide users 170MM monthly unique U.S. users 60,000 apps enabled on our platform 58MM cross-screen user profiles + + + + Key office locations Moving the Market As a long-standing leader in mobile innovation, Millennial Media is strategically positioned to execute on this massive market opportunity with global scale 650MM active user profiles + Source: Millennial Media Internal Data

19 Demand Side Platform Scale: manage media buys and access inventory across multiple exchanges (4B+ daily) Efficiency: streamline operations with a single UI for campaign management and reporting Data & Algorithms: manage 1st and 3rd party data and algorithms to target precise audience characteristics A media buying platform and marketing dashboard that utilizes the unique capabilities of mobile to deliver more informed decision making and drive optimal results across all digital media

20 Data Management Platform A unifying cross-device audience intelligence platform that captures, organizes and activates data from any source to deliver hyper-efficient and relevant mobile-first advertising campaigns and audience insights Audience: Private pool ID, Custom Segments, First + Third Party Data Data Ingestion: PC Cookie Bridging, CRM Onboarding, Online Site Visitors Data Delivery: API Feed, Format Customization, Tailored Delivery Profiles: 650+ million user profiles, and over 58 million cross-screen profiles

21 Mobile Ad Exchange MMX offers demand side platforms, agency trading desks and third party ad networks the ability to buy advertising, on a real time basis, from Millennial Media’s vast mobile developer and publisher footprint The mobile advertising exchange Access to more than 350 DSPs, agency trading desks, and ad networks as well as Millennial Media demand In over 40 countries across Europe, Asia, and the Americas Innovative cross-screen and PMP executions

Additional Information 22 Additional Information about the Proposed Acquisition and Where You Can Find It Millennial Media, Inc. (“Millennial”) plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of Millennial to be held for the purpose of voting on the issuance of the shares of Millennial common stock to be issued in connection with the proposed acquisition (the “Shares”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE ISSUANCE OF THE SHARES CONTEMPLATED BY THE PROPOSED ACQUISITION, MILLENNIAL SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant materials, and any other documents filed by Millennial with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, stockholders of Millennial may obtain free copies of the documents filed with the SEC by contacting Millennial’s Investor Relations department at (410) 522-8705, or Investor Relations, Millennial Media, Inc., 2400 Boston Street, Suite 201, Baltimore, Maryland 21224. You may also read and copy any reports, statements and other information filed by Millennial with the SEC at the SEC public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room. Interests of Certain Participants in the Solicitation Millennial and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Millennial in favor of the proposed transaction. A list of the names of Millennial‘s executive officers and directors, and a description of their respective interests in Millennial, are set forth in the proxy statement for Millennial’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2014, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended. If and to the extent that executive officers or directors of Millennial will receive any additional benefits in connection with the proposed transaction that are unknown as of the date of this filing, the details of such benefits will be described in the proxy statement and security holders may obtain additional information regarding the interests of Millennial’s executive officers and directors in the proposed transaction by reading the proxy statement when it becomes available.