Member Info for 1GW_

Thanks bmac. Dan certainly didn't seem to think at that time that it would be a big issue for R1.

Actually, I seem to remember one frequent poster on these boards (stt take a bow) seemed to think SC was still chief strategy officer until very recently (despite him stepping down years ago)...Another example of how R1 don't go out of their way to highlight people stepping back from the business.

Not announcing Frank Pao's move is entirely consistent with R1 behaviour. Did they announce Dwight leaving or Sudhi Herle? Did they announce Richard Nunn leaving? Has Richard Nunn actually left? R1's history is to announce arrivals and not announce departures unless they feel obliged to (e.g. board level and only then when they feel they have to for compliance/regulatory reasons I suspect). I'd prefer them to be more transparent about goings as well as comings, but those of us who have followed the company for a while know that this is how they operate. As I read it, Frank Pao only got a mention in the F4 because they were giving a blow-by-blow of the negotiations and Frank Pao was a key member of the R1 negotiating team at one point.

Trying my luck again, selling some Tef and putting the proceeds into Crest Nicholson, not that it has proved very successful so far for the tranche I swapped in November.

I personally view the ads.txt gap as an opportunity for R1. Back in the early days of pixalate, at one of the AGMs, I asked Dan what blinkx/R1 thought of pixalate - whether it was credible as a measure and would the company try to get higher up the rankings. At the time blinkx/R1 was either missing or pretty low as far as I can remember. Dan said yes it was credible and yes they did intend to appear higher up the rankings. Since then R1 has followed through impressively, but has dropped back a bit recently, apparently because of the new ads.txt component. If you look at how close R1 is to first place on the GSTI (91 vs 92 "final score" on the US measure and 91 vs 93 on international), it seems to me that closing the gap on the ads.txt measure (73 vs 88 and 71 vs 99 respectively) should put them back firmly in contention for the number 1 spot. In terms of why they have been relatively slow off the mark I would have thought it reasonable to assume that R1 has been focused on integrating RadiumOne and getting the YuMe merger done - and would have prioritised that over ads.txt. I have just started following the site linked below which appears to give a fairly real-time view of the ads.txt position. It breaks down coverage by alexa top 1000, top 5000, top 10000 and top 30000 sites. At the moment R1 is in the 20's (between 21st and 24th depending on group), and I am interested to see how quickly their stats now rise. https://adstxt.firstimpression.io/

That is an encouraging rns this morning. Is this the start of a beautiful friendship between findel and sports direct?

I've put a couple of (long) posts on the advfn board speculating about what "really" happened. My conclusion was that rather than look at this as R1 taking over YuMe or YuMe (reverse) taking over R1, what may have happened here is a lot of behind-the-scenes manoeuvring from Toscafund effectively to force the 2 companies together and create something that has a good chance of being bigger than the sum of the parts. Just on the numbers, R1 win in the boardroom and have the key positions in the executive team, although YuMe are numerically equal on that team. However, the real story I suspect is much more about the game Toscafund played to get us here.

Stt - yes I posted on the advfn bb. You even reposted it on your (blnx) thread (26/8/15 if you want to check). "As of about March, Suranga is no longer strategy officer and now just attends board meetings. [In fact I see the annual report has him as a non-exec, but I hadn't noticed this.]"

There wasn't an announcement that he was ceasing to be an executive director either. He just went from being exec director, chief strategy officer in the fy14 annual report to non-exec in FY15. I did ask about his role at an agm, but you treat that sort of thing as unsubstantiated hearsay.

Rusty - the point about the UT today I think is that it is so much higher than on recent days and much higher than the total volume in the day up to that point. The highest UT so far this month before today was 25k shares on 2nd Feb and the next highest just 9k. Today's was over 300k. So while it could be that there were lots of bids and offers to match in the auction today with each participant taking a relatively small bit of the overall volume, it seems to me more credible that there was one seller (or even a number) prepared to let a big chunk go at 272p (a good premium to the quoted price at the close) and at the end of the day a single buyer stepped in prepared to put a bid in at that price. stt - even by your usual standards those are some misleading statements in my opinion. How long since SC was chief strategy officer? He became a non-exec during FY15 (i.e. year-ending March 2015) and was no longer referred to as chief strategy officer in annual reports from FY15 onwards as far as I can see, relegated to a status of "He continues to serve on the blinkx Board". And why do you keep trying to imply Toscafund are somehow taking money out of the deal by cashing in their YuMe shares? As far as I can see they bought a shedload of shares in YuMe after the proposed merger was announced, probably in part to help ensure the deal went through. The money is their own money (under management) that they put in. If they paid, say $4/share for YuMe, they were effectively paying $1.70 for the cash plus $2.30 for the 0.7325 R1 shares and when the deal completed they got their $1.70 back. Any R1 shareholder was free to do the same if they believed in the potential of the company and thought the merger would go through, and some of us did that. But to say therefore that those of us who bought YuMe after the merger announcement were somehow taking cash out of the company is misleading in the extreme (IMO). If anything Toscafund's purchase of a significant stake in YuMe after the merger announcement suggests that they at least are not worried that the longer-standing major YuMe shareholders are somehow asset-stripping here and leaving R1 with a relatively worthless shell.

Agree brassneck. That's the 2 key conditions (apart from the 50% and the $32m) met, so shouldn't take long now.

Looks like the SEC has now declared the Registration Statement effective, so we now have the final F4. Just in time, so things could move quickly now if they have the 50% tendered. https://www.sec.gov/cgi-bin/browse-edgar?company=rhythmone&owner=exclude&action=getcompany

And I agree - I do hope they announce the current level of acceptances when they tell us whether they're extending. Of course if they do extend then those that have already tendered have a chance to withdraw, for example if someone makes a better offer or the R1 share price falls "too far", so there's a real incentive for R1 once they're over the 50% line to close as quickly as possible and without granting unnecessary extensions.

Reading the F4 I think they will probably have to extend for at least a short period while they satisfy remaining conditions, in particular (1) getting the SEC to declare the registration statement effective and (2) getting the shares to be issued approved for admission to trading on AIM. I think most if not all of the other conditions could be waived, although I am sure R1 will want to check YuMe's bank balance for the $32m. I was surprised yesterday to read in the F4 that they were still (as of 26th January) waiting for the SEC to declare the registration statement effective. I suppose there's an outside chance they might try to get the SEC and AIM conditions satisfied on Friday so that they could just announce success on Monday (9am New York time deadline for announcing extension as I read it). "If one or more conditions to the Offer set out in the Merger Agreement and described in this" prospectus/offer to exchange under �The Merger Agreement � Conditions to the Offer� is not satisfied or, to the extent permitted under the Merger Agreement, waived, Purchaser will extend the period of time for which the Offer is open for successive periods of 10 business days each or such other number of business days as RhythmOne and YuMe may agree in order to permit the satisfaction of the conditions to the Offer, until all the conditions set out in �The Merger Agreement � Conditions to the Offer� have been satisfied or waived, provided that neither RhythmOne nor Purchaser will be required to extend the Offer beyond March 31, 2018, which may be extended to April 30, 2018 in certain circumstances (the �Outside Date�) as provided for in the Merger Agreement. Purchaser will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or any period required by law. In the event that the Offer is extended for any reason, the Offer will remain open for acceptance until the expiration of the relevant extension period. Any extension of the Offer period will be announced by RhythmOne or Purchaser by the issuance of a press release by no later than 9:00 a.m. New York City time on the next U.S. business day following the previously scheduled Expiration Time. "

The $30m adj EBITDA in the filing is for calendar year 2018, not financial year 2018, at least that's how I read it. So for FY18 we're looking really at the calendar year 2017 number in the filing of $7m adjusted EBITDA. But that's not the whole story because the filing numbers are on a pro-forma basis, so as well as adjusting for 1Q18 (in FY18) vs 1Q17 (in CY17) you have to adjust for an extra half-year (presumably negative adjusted EBITDA) in the proforma CY2017 numbers of Radium One.

Cashflow squeeze over, so that's me buying back in today, hoping that Christmas trading went as well as they seemed to be expecting.

If we're repeating posts across the boards, here's something a bit more upbeat than STT's class action efforts. Cogefi sounding as though they feel vindicated this month, talking about the unwinding of arbitrage positions. Nice conclusion: "Le potential du titre reste tr�s significatif" or "onwards and upwards" as someone else might have said. "Le fonds a notamment profit� du d�but de la normalisation du cours de bourse de la soci�t� RHYTHMONE (+20.0%). Apr�s plusieurs mois de baisse � technique � due principalement � son offre d�achat en actions sur la soci�t� Yume, le renforcement de la probabilit� de succ�s a d�boucl� un certain nombre d�op�rations de merger arbitrage ayant p�nalis� l�action depuis le mois de juin. Le potentiel du titre reste tr�s significatif." http://www.cogefi.fr/files/upload/file/PROSPECTIVE-P/fiche_produit_CP.pdf

Yes, the purpose of my pointing out the F4 extract was to show that the risk of a class action was anticipated, well-understood and that such a filing was considered relatively likely to occur (note the use of the word "often"). Therefore the fact that a class action was filed should not surprise anyone particularly and certainly is unlikely to have caused a material drop in the share price of either company (IMO). As such, it should have been built into R1's plans for completion of the merger - just one of the many practical costs of doing an M&A transaction. Of course if the class action succeeds in getting a judgement in its favour then that may necessitate a reassessment, but I see nothing to suggest that is likely.

Monday 8th of course, not Monday 9th.

I think there's some confusion here. IMO all that's happened is a bit of arb action plus the arb coming out when the market saw Toscafund had bought a stake a bit bigger than that last declared by Edenbrook. I really don't think the class action has been a factor. On Monday 9th, the YuMe price initially fell sharply because there had been a sillly arb at the opening price - YuMe being priced above the level of the deal. So given there was a free carry (sell YuMe and get the cash element as well as the R1 share entitlement, then buy the equivalent R1 shares and pocket the cash entitlement) it's not surprising someone shorted the **** out of it. What's perhaps more surprising is that it recovered to finish the day at a premium to the deal price again. At the time I thought perhaps people were still assigning some probability to a counter-offer or sweetened offer, but now I think it is more likely to have been because Toscafund were mopping up shares in the market to go with (I guess) their purchase from Edenbrook. On Wednesday night I commented on advf n that I was puzzled by the price action. On that day the closing price of YuMe was an incredible 7% above the deal price (valued at the closing price of R1). On Thursday I think the market realised why that premium had appeared - Toscafund (I guess) buying what they could before declaring their hand with the SEC filing. At that point the silly arb came out and YuMe returned to a more sensible price relative to the deal price - a 2 or 3% discount to the deal price, reflecting a small possibility of problems arising before completion. What's interesting is that the arb has reversed again this evening. At the respective closing prices, YuMe is priced at about a 2% premium to the deal price. That shouldn't happen in my opinion because of the carry available on selling YuMe and buying R1. So that suggests to me that someone has again been accumulating what they can in YuMe. And since for any professional investor other than Toscafund (which is fairly close to it's 30% limit in R1) it seems to me to make economic sense to buy R1 in preference to YuMe when YuMe is priced at a premium, I would guess it has been Toscafund in the market again. But I could be wrong of course. It's only speculation.