RE: Toscafund2 Feb 2019 15:04
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.