The disclosure above in Item 2.02 of this
Current Report on Form 8-K is incorporated into this Item 8.01 by reference.
Additional Information and Where to
Find It
On
January 30, 2020, Rubicon Project filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4, which includes a document that serves as a preliminary prospectus of Rubicon Project and a preliminary joint proxy
statement of Rubicon Project and Telaria (the “preliminary joint proxy statement/prospectus”). The preliminary joint
proxy statement/prospectus is not final and may be further amended before the registration statement is declared effective by the
SEC and Telaria and Rubicon Project file their definitive joint proxy statement/prospectus. The preliminary joint proxy statement/prospectus
contains, and the definitive joint proxy statement/prospectus will contain, important information about the proposed transaction
and related matters. Investors and security holders of Telaria and Rubicon Project are urged to carefully read the entire preliminary
joint proxy statement/prospectus (and any amendments thereto and the definitive version thereof when such filings become available)
and other filings made in connection therewith because such documents will contain important information about the proposed business
combination. A definitive joint proxy statement/prospectus will be sent to the stockholders of Telaria and Rubicon Project.
Investors and security holders will be
able to obtain copies of the preliminary joint proxy statement/prospectus and definitive joint proxy statement/prospectus (when
available) and other documents filed by Rubicon Project and Telaria, without charge, through the website maintained by the SEC
at http://www.sec.gov. Copies of documents filed with the SEC by Telaria will be made available free of charge on Telaria’s
website at https://telaria.com/ under the link “Investor Relations” and then under the heading “SEC Filings.”
Copies of documents filed with the SEC by Rubicon Project will be made available free of charge on Rubicon Project’s website
at https://rubiconproject.com/ under the link “Investor” and then under the heading “Financials and Filings”
and the subheading “SEC Filings.”
Participants in the Solicitation
Rubicon Project and Telaria and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Rubicon Project
common stock and Telaria common stock in respect of the proposed transaction. Information about Rubicon Project’s directors
and executive officers is set forth in Rubicon Project’s Form 10-K for the year ended 2018 and the proxy statement for Rubicon
Project’s 2019 Annual Meeting of Stockholders, which were filed with the SEC on February 27, 2019 and April 5, 2019, respectively.
Information about Telaria’s directors and executive officers is set forth in Telaria’s Form 10-K for the year ended
2018 and the proxy statement for Telaria’s 2019 Annual Meeting of Stockholders, which were filed with the SEC on March 19,
2019 and April 24, 2019, respectively. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, through securities holdings or otherwise, is contained in the preliminary joint proxy statement/prospectus,
and will be contained in the definitive joint proxy statement/prospectus (when available) and other relevant materials to be filed
with the SEC regarding the proposed merger when they become available. Investors should read the definitive joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment decisions.
Notice Regarding Forward-Looking Statements
This document may contain forward-looking
statements, including statements based upon or relating to Rubicon Project’s and Telaria’s expectations, assumptions,
estimates, and projections. In some cases, you can identify forward-looking statements by terms such as “may,” “might,”
“will,” “objective,” “intend,” “should,” “could,” “can,”
“would,” “expect,” “believe,” “design,” “anticipate,” “estimate,”
“predict,” “potential,” “plan” or the negative of these terms, and similar expressions. Forward-looking
statements may include, but are not limited to, statements concerning anticipated financial performance, including, without limitation,
revenue, advertising spend, non-GAAP loss per share, profitability, net income (loss), Adjusted EBITDA, earnings per share, and
cash flow; strategic objectives, including focus on header bidding, mobile, video, Demand Manager, and private marketplace
opportunities; investments in Rubicon Project’s or Telaria’s business; development of Rubicon Project’s
or Telaria’s technology; introduction of new offerings; the impact of transparency initiatives Rubicon Project
or Telaria may undertake; the impact of Rubicon Project’s traffic shaping technology on its business; the effects
of cost reduction initiatives; scope and duration of client relationships; the fees Rubicon Project or Telaria may charge
in the future; business mix and expansion of Rubicon Project’s or Telaria’s mobile, video and private marketplace
offerings; sales growth; client utilization of Rubicon Project’s or Telaria’s offerings; Rubicon Project’s
or Telaria’s competitive differentiation; Rubicon Project’s or Telaria’s market share and leadership position
in the industry; market conditions, trends, and opportunities; user reach; certain statements regarding future operational
performance measures including ad requests, fill rate, paid impressions, average CPM, take rate, and advertising spend; benefits
from supply path optimization; anticipated benefits of the merger, including estimated synergies and cost savings resulting
from the merger; the expected timing of completion of the merger; estimated costs associated with such transactions;
and other statements that are not historical facts. These statements are not guarantees of future performance; they reflect
Rubicon Project’s and Telaria’s current views with respect to future events and are based on assumptions and estimates
and subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements
to be materially different from expectations or results projected or implied by forward-looking statements. These risks include,
but are not limited to: occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement or the failure to satisfy the closing conditions; the possibility that the consummation of the proposed transactions
is delayed or does not occur, including the failure of the parties’ stockholders to approve the proposed transactions;
uncertainty as to whether the parties will be able to complete the merger on the terms set forth in the Merger Agreement;
uncertainty regarding the timing of the receipt of required regulatory approvals for the merger and the possibility that the parties
may be required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining
regulatory approvals or that the required regulatory approvals might not be obtained at all; the outcome of any legal proceedings
that have been or may be instituted against the parties or others following announcement of the transactions contemplated by the
Merger Agreement; challenges, disruptions and costs of closing, integrating and achieving anticipated synergies, or that such
synergies will take longer to realize than expected; risks that the merger and other transactions contemplated by the Merger
Agreement disrupt current plans and operations that may harm the parties’ businesses; the amount of any costs, fees,
expenses, impairments and charges related to the merger; uncertainty as to the effects of the announcement or pendency of
the merger on the market price of the parties’ respective common stock and/or on their respective financial performance;
uncertainty as to the long-term value of Rubicon Project’s and Telaria’s common stock; the business, economic
and political conditions in the markets in which Rubicon Project and Telaria operate; Rubicon Project’s and Telaria’s
ability to continue to grow and to manage their growth effectively; Rubicon Project’s and Telaria’s ability to
develop innovative new technologies and remain market leaders; the effect on the advertising market and Rubicon Project’s
and Telaria’s businesses from difficult economic conditions or uncertainty; the freedom of buyers and sellers to direct
their spending and inventory to competing sources of inventory and demand; Rubicon Project’s and Telaria’s ability
to adapt effectively to shifts in digital advertising; the effects, including loss of market share, of increased competition
in Rubicon Project’s and Telaria’s markets and increasing concentration of advertising spending, including mobile spending,
in a small number of very large competitors; the effects of consolidation in the ad tech industry; acts of competitors
and other third parties that can adversely affect Rubicon Project’s and Telaria’s businesses; Rubicon Project’s
and Telaria’s ability to differentiate their offerings and compete effectively in a market trending increasingly toward commodification,
transparency, and disintermediation; potential adverse effects of malicious activity such as fraudulent inventory and malware;
costs associated with defending intellectual property infringement and other claims; Rubicon Project’s and Telaria’s
ability to attract and retain qualified employees and key personnel; and Rubicon Project’s and Telaria’s ability
to comply with, and the effect on their businesses of, evolving legal standards and regulations, particularly concerning data protection
and consumer privacy and evolving labor standards.