SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

TubeMogul, Inc.

(Name of Subject Company (Issuer))

Tiger Acquisition Corporation

a wholly owned subsidiary of

Adobe Systems Incorporated

(Names of Filing Persons (Offerors))

Common Stock, $0.001 par value per share

(Title of Class of Securities)

898570106

(CUSIP Number of Class of Securities)

Copies to:

Michael Dillon

Executive Vice President, General Counsel and Corporate Secretary

Adobe Systems Incorporated

345 Park Avenue

San Jose, California 95110

(408) 536-6000

Copy to:

Jane Ross, Esq.

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood Shores, California 94065

(650) 802-3000

(Name, address, and telephone number of person authorized to receive notices

and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee*
N/A*	N/A*

*Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the commencement of a tender offer.

oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form of Registration No.: N/A	Date Filed: N/A

x   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

xThird-party tender offer subject to Rule 14d-1.

oIssuer tender offer subject to Rule 13e-4.

oGoing-private transaction subject to Rule 13e-3.

oAmendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o   Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o   Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (this “Statement”) relates solely to preliminary communications made before the commencement of a planned tender offer by Tiger Acquisition Corporation (“Purchaser”), a wholly-owned subsidiary of Adobe Systems Incorporated (“Adobe”) for all of the outstanding shares of common stock of TubeMogul, Inc. (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of November 10, 2016, among Adobe, Purchaser and the Company.

In connection with the proposed acquisition, Adobe will commence a tender offer for the outstanding shares of the Company. 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 the Company, 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 the Company 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 the Company are urged to read these documents when they become available because they will contain important information that holders of the Company 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 the Company 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.

EXHIBIT INDEX

Exhibit 99.1	Press Release issued by Adobe and the Company on November 10, 2016
Exhibit 99.2	Company Fact Sheet issued by Adobe on November 10, 2016
Exhibit 99.3	FAQ issued by Adobe on November 10, 2016
Exhibit 99.4	Website materials published by Adobe on November 10, 2016
Exhibit 99.5	Email sent by Brad Rencher on November 10, 2016
Exhibit 99.6	Email sent by Matt Thompson on November 10, 2016
Exhibit 99.7	Email sent by Maria Poveromo on November 10, 2016
Exhibit 99.8	Materials posted to social media by Adobe on November 10, 2016
Exhibit 99.9	Form of Press email sent by Adobe Public Relations

2

EX-99.1

Exhibit 99.1

Public Relations Contact

Stefan Offermann

Adobe

408-536-4023

sofferma@adobe.com

Investor Relations Contact

Mike Saviage

Adobe

408-536-4416

ir@adobe.com

TubeMogul Public Relations Contact

David Burch

TubeMogul

510-653-0501

david@tubemogul.com

Adobe to Acquire TubeMogul

TubeMogul Acquisition Brings Leading Video Advertising Platform to Adobe Marketing Cloud

SAN JOSE, Calif. and EMERYVILLE, Calif. — November 10, 2016 — 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.

2

About Adobe Systems Incorporated

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.

3

EX-99.2

Exhibit 99.2

Adobe to Acquire TubeMogul

Company
Overview	Adobe is one of the largest software companies in the world, and is the global leader in digital media and digital marketing solutions; its diverse product line enables its customers to create groundbreaking digital content, deploy it across media and devices, measure and optimize it over time, and achieve greater business success; Adobe customers can make, manage, measure, and monetize their content across every channel and screen.	TubeMogul is a leader in software for brand advertising. By reducing complexity, improving transparency and leveraging real-time data, its platform enables advertisers to gain greater control of their global advertising spend and achieve their brand advertising objectives.
Ticker Symbol	NASDAQ: ADBE	NASDAQ: TUBE
Website	Adobe.com	Tubemogul.com
Headquarters	San Jose, CA	Emeryville, CA
President & CEO	Shantanu Narayen	Brett Wilson
Employees	15,000+ worldwide	650+ worldwide
Revenue	Reported revenue of $4.8 billion in FY2015	Reported revenue of $180.7 million in FY2015
History	Founded in 1982, went public in 1986	Founded in 2007, went public in 2014
Founders	Chuck Geschke, John Warnock	Brett Wilson, John Hughes
Digital Marketing Presence	Adobe offers a comprehensive set of integrated marketing solutions, delivered through one of the world’s largest cloud-based delivery capabilities. More than 5,000 of the world’s top brands rely on Adobe digital marketing solutions, including 9 of the top 10 online retailers and commercial banks, and 8 of the top 10 media companies and automakers. Adobe’s customers use Adobe Marketing Cloud to deliver more than a billion marketing campaign assets a year and measure over 71 trillion analytics transactions a year.	TubeMogul solutions are used by more than 700 customers worldwide. TubeMogul is considered a leader in video advertising according to Forrester Research in its Q4 2015 Forrester Wave™ Video Advertising Demand Side Platform report
Past Digital Marketing Acquisitions	Omniture (2009), Day Software (2010), Demdex (2011), Auditude (2011), Efficient Frontier (2012), Neolane (2013), Livefyre (2016)	Illumenix (2008)

NOTE: The announced transaction, which is expected to close during the first quarter of Adobe’s 2017 fiscal year, is subject to customary closing conditions, and there is no certainty that the transaction will close on the anticipated timeline or at all. For a discussion of other risks and uncertainties, please refer to Adobe’s http://adobe.ly/2eFi2FO, as well as Adobe’s SEC filings.

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.

EX-99.3

Exhibit 99.3

Adobe to Acquire TubeMogul

Frequently Asked Questions (FAQ)

Adobe’s acquisition of TubeMogul will create an unprecedented end-to-end video advertising solution within Adobe Marketing Cloud, simplifying what has been a complex and fragmented process for the world’s biggest brands. It builds upon Adobe’s decades of expertise in video content creation and delivery, creating a single platform that enables brands and agencies to plan and buy video advertising across desktops, mobile, streaming devices and TVs.

The combination of Adobe and TubeMogul will give brands and agencies the opportunity to unify audience planning and media buying for video advertising, enabling more precise audience targeting and one platform for planning and executing their video ad buys across all addressable devices—from desktops to mobile to traditional TV.  This will reduce complexity and increase ROI for their advertising investments.  This will be the industry’s first independent end-to-end video advertising platform.

The transaction is expected to close during the first quarter of Adobe’s 2017 fiscal year and is subject to customary closing conditions.   Until then, the companies will operate as separate entities.

General Questions

What does TubeMogul bring to Adobe?

The acquisition of TubeMogul further strengthens Adobe’s leadership in digital marketing.  Building upon its leadership in search, display and social media planning/delivery, the addition of TubeMogul extends Adobe’s ability to help customers maximize their video advertising investments across desktop, mobile, streaming devices and TV.

Brands have made significant investments to better understand and deliver world-class experiences to their audiences using Adobe Marketing Cloud.  Through the acquisition of TubeMogul, Adobe can extend the value of these investments to video advertising.

By acquiring TubeMogul, Adobe also gains a talented engineering, leadership and go-to-market team.  Both companies are based in the San Francisco Bay Area, have similar cultures, and have a shared vision for the opportunity in TV and digital video advertising.

What does Adobe bring to TubeMogul?

TubeMogul’s customers will gain access to Adobe’s deep expertise in video, advertising and marketing audience segmentation, and marketing measurement. The two companies have numerous common customers.  Brands that have already made significant investments in Adobe Marketing Cloud to better understand and deliver world-class experiences to their audiences can now extend the value of these investments to video advertising.

Adobe has a large customer base and global operational scale which will help grow the use of TubeMogul’s solutions in current and potentially new markets.

Customers and Partners

As an Adobe or TubeMogul customer, will there be a change in how I purchase and obtain support?

Until the acquisition closes, Adobe and TubeMogul will continue to operate as separate companies.  Customers should continue to work with their existing company contacts.  Once the acquisition closes, we are committed to a smooth transition for TubeMogul customers.

As an Adobe or TubeMogul partner, will there be a change in how I work with the company?

Until the acquisition closes, Adobe and TubeMogul will continue to operate as separate companies.  Partners should continue to work with their existing company contacts.  We will share more with partners once the acquisition closes.

Transaction and Stockholder Details

What are the terms of the acquisition?

Adobe has entered into a definitive agreement to acquire TubeMogul 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.

What is required to close the transaction and when is it expected to close?

The completion of the transaction is conditioned upon customary closing conditions.  We expect the transaction to close in Adobe’s first quarter of its 2017 fiscal year.

Forward-Looking Statements Disclosure

This FAQ 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 associated with Adobe’s acquisition of TubeMogul.  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; potential benefits of the transaction to Adobe and TubeMogul customers; the ability of Adobe and TubeMogul to operate as separate companies during the transition until the acquisition closes; the interactions with customers and partners by Adobe and TubeMogul during the transition; 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.

EX-99.4

Exhibit 99.4

On November 10, 2016, the following text appeared on Adobe.com:

Adobe to acquire TubeMogul, bringing a leading video advertising platform to Adobe Marketing Cloud. Learn more

EX-99.5

Exhibit 99.5

Subject Line: alladobe: Adobe Enters into Agreement to Acquire TubeMogul

ADOBE CONFIDENTIAL

All,

As the 2016 fiscal year comes to a close, I’m thrilled to announce some exciting news that will help amplify the momentum we’ve established with Adobe Marketing Cloud, and that will further strengthen Adobe’s leadership in Digital Marketing and advertising technology.

Today, we are entering into an agreement to acquire TubeMogul, 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.

Video consumption is exploding and consumers are tuning into their favorite content across multiple devices. Adobe has a long history of leadership and expertise in video content creation and delivery with our Premiere Pro CC and Primetime solutions. The addition of TubeMogul — a DSP leader, according to Forrester Research in its Q4 2015 Forrester Wave™ Video Advertising Demand Side Platform report — will expand Adobe’s footprint further with a leading video advertising solution.

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.  It will also provide an exceptional platform to enhance the Marketing Cloud experience, by creating an unprecedented independent end-to-end video advertising solution within Adobe Marketing Cloud, simplifying what has been a complex and fragmented process for the world’s biggest brands.

Working in concert with Adobe’s Audience Manager data management platform, the TubeMogul demand-side platform will provide Marketing Cloud customers with a unified advertising and data management solution that can precisely identify the highest value segments and plan, execute and measure paid media performance across any device. Ultimately, it will serve as a “one-stop shop” for video advertising. This will significantly reduce complexity and increase value for our customers’ advertising investments, and help them to deliver more consistent and relevant advertising to consumers.

TubeMogul was founded in 2007, and has approximately 650 employees worldwide, with major offices in Emeryville, California and New York.

The acquisition is expected to close in the first quarter of fiscal 2017, subject to regulatory approvals and other customary closing conditions. Once the deal closes, I’ll be able to share more details about the integration plans, service offerings and organizational structure.

It’s great to see Marketing Cloud momentum and to enhance our industry leading, best-in-class solutions. With the addition of TubeMogul, we will further strengthen our ability to deliver Adobe’s vision for the enterprise, which is to empower all of our customers across the globe to become an Experience Business.

For more details, you can view the press release here. http://adobe.ly/2eFi2FO

-Brad

Forward-Looking Statements Disclosure

This email 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 acquisition of TubeMogul. 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 ability of Adobe to integrate TubeMogul’s technology into Adobe Marketing Cloud; 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.

EX-99.6

Exhibit 99.6

TO:  All WWFO (DL-Comms WWFO)

FROM:  Matt Thompson

SUBJECT: Adobe Enters into Agreement to Acquire TubeMogul

CC:  GlobalFieldComms@adobe.com

ADOBE CONFIDENTIAL — DO NOT FORWARD

Team:

Per Brad’s message, today we announced that we’ve entered into a definitive agreement to acquire TubeMogul, a leading video advertising software company. This acquisition will expand our footprint and strengthen our value proposition in the advertising market, creating the industry’s first end-to-end, independent advertising platform. The opportunity will be significant.

We have exciting possibilities ahead in FY17, pending close of the acquisition. For now, though, we should remain fully focused on what’s in our bag today and on closing out a strong Q4 for the company.

As Brad mentioned, I’d encourage you to read the <<press release>> we issued today for further information. We’ll be able to share more with customers at close of the transaction, which we expect will be in Q1. If you need additional guidance in the meantime, please contact Grp-WWFOQuestions@adobe.com.

Regards,

Matt

Subject Line: alladobe: Adobe Enters into Agreement to Acquire TubeMogul

ADOBE CONFIDENTIAL

All,

As the 2016 fiscal year comes to a close, I’m thrilled to announce some exciting news that will help amplify the momentum we’ve established with Adobe Marketing Cloud, and that will further strengthen Adobe’s leadership in Digital Marketing and advertising technology.

Today, we are entering into an agreement to acquire TubeMogul, 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.

Video consumption is exploding and consumers are tuning into their favorite content across multiple devices. Adobe has a long history of leadership and expertise in video content creation and delivery with our Premiere Pro CC and Primetime solutions. The addition of TubeMogul — a DSP leader, according to Forrester Research in its Q4 2015 Forrester Wave™ Video Advertising Demand Side Platform report — will expand Adobe’s footprint further with a leading video advertising solution.

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.  It will also provide an exceptional platform to enhance the Marketing Cloud experience, by creating an unprecedented independent end-to-end video advertising solution within Adobe Marketing Cloud, simplifying what has been a complex and fragmented process for the world’s biggest brands.

Working in concert with Adobe’s Audience Manager data management platform, the TubeMogul demand-side platform will provide Marketing Cloud customers with a unified advertising and data management solution that can precisely identify the highest value segments and plan, execute and measure paid media performance across any device. Ultimately, it will serve as a “one-stop shop” for video advertising. This will significantly reduce complexity and increase value for our customers’ advertising investments, and help them to deliver more consistent and relevant advertising to consumers.

TubeMogul was founded in 2007, and has approximately 650 employees worldwide, with major offices in Emeryville, California and New York.

The acquisition is expected to close in the first quarter of fiscal 2017, subject to regulatory approvals and other customary closing conditions. Once the deal closes, I’ll be able to share more details about the integration plans, service offerings and organizational structure.

It’s great to see Marketing Cloud momentum and to enhance our industry leading, best-in-class solutions. With the addition of TubeMogul, we will further strengthen our ability to deliver Adobe’s vision for the enterprise, which is to empower all of our customers across the globe to become an Experience Business.

For more details, you can view the press release here. http://adobe.ly/2eFi2FO

-Brad

Forward-Looking Statements Disclosure

This email 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 acquisition of TubeMogul. 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 ability of Adobe to integrate TubeMogul’s technology into Adobe Marketing Cloud; 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.

EX-99.7

Exhibit 99.7

To: Email to global PR leaders

From: Maria

Colleagues,

Today we announced that Adobe has entered into a definitive agreement to acquire TubeMogul (Nasdaq: TUBE), 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.  TubeMogul is headquartered in Emeryville, California, with sales offices located in Sydney, Paris, London, Tokyo, Toronto, Shanghai, Sao Paulo, Kyiv, Singapore and Montreal.

Attached is the press release, which crossed the wire at 5 am PT today.  Please localize as appropriate for your regions. There is a public FAQ available here and if you receive questions not addressed in the press release, please send them directly to me and I will help provide an answer.

Thanks,

Maria

EX-99.8

Exhibit 99.8

The following materials were posted to Twitter by Adobe on November 10, 2016:

We are excited to share the news that Adobe has agreed to acquire TubeMogul — find out more: http://adobe.ly/2eFi2FO

Super excited to share the news that Adobe has agreed to acquire TubeMogul — find out more: http://adobe.ly/2eFi2FO

Excited to share the news that Adobe has agreed to acquire TubeMogul, a video demand-side platform leader http://adobe.ly/2eFi2FO

EX-99.9

Exhibit 99.9

Email to Press:

Hi [member of the press],

I wanted to flag with you that we just announced our intent to acquire TubeMogul for approximately $540 million.

With the integration of TubeMogul into Adobe Marketing Cloud, we’ll be able to extend our expertise in search, display and social ad planning, buying, and delivery through Adobe Media Optimizer (DSP) to video advertising, a market expected to drive $196B in ad spend this year according to MagnaGlobal.

Combined with our DMP (Adobe Audience Manager) and Adobe Analytics, we expect to create the first, independent advertising and data management platform for delivering and measuring video ads across connected devices and TVs.

Please see the press release for more details and examples of the long list of joint customers: [insert link to press release].  If you have any questions or would like to jump on a call with spokespeople from Adobe and TubeMogul, just let me know.

Thanks!

[Signature]

NOTE: The announced transaction, which is expected to close during the first quarter of Adobe’s 2017 fiscal year, is subject to customary closing conditions, and there is no certainty that the transaction will close on the anticipated timeline or at all. For a discussion of other risks and uncertainties, please refer to Adobe’s press release [insert link to press release], as well as Adobe’s SEC filings.

Securities Law Disclosures

In connection with the proposed acquisition, Adobe will commence a tender offer for the outstanding shares of Titan. 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 Titan, 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 Titan 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 Titan are urged to read these documents when they become available because they will contain important information that holders of Titan 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 Titan 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.