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
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Transaction Valuation |
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Amount of Filing Fee* |
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N/A* |
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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.
o Check 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.
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Amount Previously Paid: N/A |
Filing Party: N/A |
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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:
x Third-party tender offer subject to Rule 14d-1.
o Issuer tender offer subject to Rule 13e-4.
o Going-private transaction subject to Rule 13e-3.
o Amendment 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 Email sent to internal Adobe distribution list on November 11, 2016
Exhibit 99.1
The following was included in an email to an internal Adobe distribution list on November 11, 2016:
Adobe [to buy] TubeMogul
Our darling digital marketing business [to buy] TubeMogul, a California-based video platform with over 650 global employees for $540M. This news, in the advertising tech bubble in which we work, could be called exciting. I really mean it too. The capabilities and reputation of TubeMogul open doors to customers from whom we’ve been isolated (see a positive AdExchanger article which includes a DSP dig from Gartner’s Marty Kihn - https://adexchanger.com/platforms/adobe-acquire-indie-video-dsp-tubemogul-540m/). It’s all about programmatic television and this acquisition is a big step in a driving a wedge against Google.
What you need to know:
· TubeMogul is a video DSP with a “single platform that enables brands and agencies to plan and buy video advertising across desktops, mobile, streaming devices and TVs.”
· The company is a publically traded and profitable, reporting $180.7 M in revenue in FY 15. Here is their Q3 earnings summary [https://t.co/btiB1cMvaK], reporting total revenue up 21% year over year to $56.1M.
· When the deal is formally processed in the first quarter of FY 17, we’ll know more about integration and organizational structures.
· In this morning’s AdExchanger article (the second on the acquisition), Kelly asked Justin the essential question, “Why did Adobe buy TubeMogul?” JM’s response: We love the management team and the product. Strategically, we saw more video fragmentation and the trend toward more addressability through programmatic television. Video is critical for us. This gives us a direct play in video advertising that helps us address emerging consumption [patterns with] customers. Read the entire article here: https://adexchanger.com/investment/adobe-aims-media-execution-tubemogul-acquisition/
· Also see Erin’s analyst coverage attached and check out some other “fast facts.” http://news.adobe.com/sites/adobe.newshq.businesswire.com/files/press_release/additional/Adobe_TubeMogul_FastFacts.pdf