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Toscafund made a dealing declaration on Taptica today, saying they had a 1.5% position (1,055,500 shares) and had bought 455,500 shares on 31st January.
Dealing declarations have to be made every day, by 3:30pm following the day of dealing, whereas opening position declarations don't have to be made for 10 business days - so Toscafund don't have to declare their R1 position for some time unless they buy or sell R1 shares.
Something to keep an eye on. Are Toscafund looking to reduce eventual dilution upon completion of any merger or are they looking to build a position in the near-term that could influence the terms of the deal? It will be very interesting to see if they continue to buy Tap aggressively.
If Tosca exerted buying pressure on TAP, causing the price to rise, it would also drag the value of RTHM with it. Double win.
R1 first stated their intention to offer a deal for Yume in early September 2018 and the deal concluded in early February 2018.
So, no rush for Tosca to start piling in just yet surely?
Whether they feel a "rush" to pile in depends on why they're doing it I suppose:
o Want to influence the terms of the deal from the Tap side before it is finalised (big rush)
o Want to support the Tap price to make the deal look more attractive to R1 shareholders (less of a rush but might need to be prepared to buy chunks as and when Tap shareholders want to sell)
o Think the Tap price is a bargain now and will jump as market understands potential of a deal (rush)
o Want to avoid too much dilution by building material Tap position before completion (plenty of time, but maybe best opportunity is now when some Tap shareholders are prepared to sell down on the bounce)
Tricky,
"R1 first stated their intention to offer a deal for Yume in early September 2018 and the deal concluded in early February 2018."
If you read the rthm/Yume F-4 document, page 69 onwards... Yume/rthm had been discussing potential merger around 2 years before they actually went ahead with it... Yume had been talking to several parties to see the company.
"On October 30, 2015, Mr. Kadambi, Mr. Mukherjee and the heads of corporate development of each of YuMe and RhythmOne met, along with a small group of managers from both parties, and presented company overviews and found the two businesses to be potentially complementary. Following an additional management meeting on November 9, 2015 and a meeting between Mr. Kadambi and Mr. Mukherjee on December 12, 2015, however, the parties mutually agreed not to pursue a strategic transaction at that time. The parties agreed to stay in touch and, when appropriate, explore the possibility of a strategic transaction again."
"On December 7, 2016, YuMe management and representatives of Deutsche Bank met with RhythmOne and made a presentation about YuMe’s business. Several days after the meeting with RhythmOne, Mr. Pao and Mr. Mukherjee, who had both attended the meeting, indicated to Mr. Barbieri that they were interested in a possible strategic transaction but that the timing was not right for RhythmOne as they had very recently announced the acquisition of Perk. They indicated that RhythmOne’s acquisition of Perk was expected to close in late January 2017 at which time RhythmOne management would be able to re-engage on a potential transaction with YuMe."
https://www.sec.gov/Archives/edgar/data/1713721/000119312517377843/d399085df4.htm
In between that meeting and the deal being announced announcement.
Yume announced a $10m buy back, special dividend and seemed to be growing and profitable...I think to make Yume more easier to sell...
Viex, Singer's investment vehicle was a major Investor in Yume and Tosca a major investor in rthm.
The merger was announced weeks after Mr Mukherjee 'resigned' at the 2017 agm and Ted Hasting was appointed.
Coincidence???
The F-4 was published months after the shareholders of yume/rthm agreed the deal.
I think Eric Singer (founder of 'VIEX Capital Advisors') was trying to get his ducks in a row, as an activist in a faltering Yume, as R1 were also showing an interest.
Brian Mukherjee perhaps saw the writing on the wall and declined to be drawn in to a deal which would see Singer holding too many cards.
Ted Hastings of 'Perk' then took over control, in June 2017, only to be replaced by Mark Bonney (of MRV Communications) at the end of May 2018.
Tosca were of course behind the dismissal of both Brian and Ted, not sure what Ted did to get in the way of the ambitions of Yume/Viex but perhaps, like Brian, he was just unwilling to ‘play ball’.
R1 are now in the process of being absorbed into TAP.
Quite a dizzying ride, with more to come...
Yes, Yume Execs discussed the Yume/rthm deal for over 2 yrs... Yume's revenues were declining...
Yet within a year of completing the Yume/rthm deal, they are negotiating merging rthm at less than the combined value of rthm/yume, when the deal was announced..
I can't see any good reason for R1 to be toying with the idea of a merger with TAP if it is entirely unfavourable to greater business opportunity.
Future market conditions will have been taken into account, no doubt about that.
Unless R1 are willing to progress the deal it cannot happen as things stand - there has to be some pragmatism about the greater combined business opportunity going forward and that will be reflected in a share price increase.
'Jam tomorrow' as per usual!
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