According to the Complaint, YuMe, incorporated on December 16, 2004, is an independent provider of multi-screen video advertising technology, connecting brand advertisers, digital media property owners, and consumers of video content across a range of Internet-connected devices. The Company operating segments include Domestic and International. YuMe offers advertising customers end-to-end marketing solutions by combining data-driven technologies with deep insight into audience behavior. The Company also offers demand-side platform (DSP), called YuMe for Advertisers, to find relevant audiences and deliver targeted advertising, and a supply-side platform (SSP), called YuMe for Publishers (YFP 5.0), which helps aggregate audiences, define audience characteristics, and offer monetization opportunities for digital media property owners. YuMe’s technologies serve the specific needs of brand advertisers and enable them to find and target brand-receptive audiences across a range of Internet connected devices and digital media properties. The Company's software is used by digital media properties to monetize professionally-produced content and applications.
On September 5, 2017, YuMe and RhythmOne issued a joint press release announcing that they had entered into an agreement and plan of merger and reorganization (the “Merger Agreement”).
The Complaint alleges that on December 26, 2017, in order to convince YuMe stockholders to tender their shares, the Board authorized the filing of a materially incomplete and misleading Form F-4 Registration Statement with the SEC. Subsequently, on January 4, 2018, Defendants authorized the filing of a materially incomplete and misleading Form F-4/A Registration Statement (the “F-4”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.
The Complaint alleges that in particular, the F-4 contains materially incomplete and misleading information concerning: (i) financial projections for RhythmOne; and (ii) the valuation analyses performed by the Company’s financial advisor, Deutsche Bank Securities Inc. (“Deutsche Bank”), in support of their fairness opinion; and (iii) the background process leading to the Proposed Transaction.