POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING OF SHAREHOLDERS - 25 September 2017
London, England and San Francisco, USA – 7 September 2017 – Further to the announcement released on 5 September 2017, RhythmOne plc (LSE AIM: RTHM, “Company” or “RhythmOne”) confirms that the Circular to Shareholders (containing a notice convening the General Meeting) has been posted to the Shareholders and will shortly be available for download on the Company’s website: https://investor.rhythmone.com/financial-info/results.
The General Meeting has been convened for Monday 25 September 2017, at 10.00 a.m. (BST) at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP, United Kingdom.
Shareholders of record as of 6.00 p.m. (BST) on 21 September 2017 are requested to bring their credentials, including their proxy form attendance card as well as the number of shares held, to attend the meeting. Shareholders unable to attend the meeting in person are urged to send instructions for the voting of their shares so that they are represented at the meeting. Please contact your financial intermediary for the voting procedures to follow.
Terms used in this announcement have the same meanings given to them in the announcement of the Acquisition made at 7.00 a.m. on 5 September 2017.
Press further information, please contact:
Analyst and Investor Contact
Financial Media Contacts
Edward Bridges / Charles Palmer
FTI Consulting LLP
+44 20 3727 1000
Financial Adviser, Nomad and Broker for RhythmOne
Nick Westlake (Nomad) / Lorna Tilbian
Michael Wharton / Toby Adcock
Numis +44 20 7260 1000
RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004 in the UK, the Company pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, the Company offers digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments. RhythmOne’s goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. The Company is headquartered in San Francisco, United States with offices in the US, UK and Canada. For more information, please visit www.rhythmone.com.
Additional Information and Where to Find It
This communication relates to a potential exchange offer for the outstanding shares of YuMe, Inc. stock that has not yet commenced. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any materials that RhythmOne and its offering subsidiary, Redwood Merger Sub 1, Inc. (the “Purchaser”), will file with the SEC.
RhythmOne and the Purchaser plan to file a tender offer statement on Schedule TO, together with other related Exchange Offer documents, including a letter of transmittal, in connection with the offer, YuMe plans to file a Recommendation Statement on Schedule 14D-9 in connection with the offer and RhythmOne plans to file a registration statement on Form F-4 that will serve as a prospectus for RhythmOne shares to be issued as consideration in the offer and the mergers. These documents will contain important information about RhythmOne, YuMe, the offer and the mergers. YuMe Stockholders are urged to read these documents carefully and in their entirety when they become available before making any decision regarding exchanging their shares. These documents will be made available to YuMe Stockholders at no expense to them and will also be available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Edward Bridges, FTI Consulting Inc., Tel: +44 (0)20 3727 1000, Email: firstname.lastname@example.org or YuMe’s investor relations department at email@example.com or +1 650 503 7192. Such documents are not currently available.
In addition to the SEC filings made in connection with the transaction, YuMe files annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other such filed information at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549, United States of America. Please call the SEC at +1-800-732-0330 for further information on the public reference room. YuMe’s filings with the SEC are also available to the public from commercial document-retrieval services and at http://www.sec.gov. In addition to the SEC filings made in connection with the transaction, RhythmOne makes available annual reports and other information free of charge on its website at www.RhythmOne.com. Such information can also be obtained from RhythmOne using the contact information above.