UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE14D-100)
Amendment No. 2
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
YUME, INC.
(Name of Subject Company)
REDWOOD MERGER SUB I, INC.
(Offeror)
RHYTHMONE PLC
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
98872B104
(CUSIP Number of Class of Securities)
Ted Hastings
251 Kearny Street, 2nd Floor
San Francisco, CA 94108
(415)655-1450
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Ted Hastings RhythmOne plc 251 Kearny Street, 2nd Floor San Francisco, California 94108 (415)655-1450 | Mile T. Kurta John Emanoilidis Torys LLP 1114 Avenue of the Americas 23rd Floor New York, New York 10036 (212)880-6000 | Paul Porrini Amy Rothstein YuMe, Inc. 1204 Middlefield Road Redwood City, California 94063 (650)591-9400 | James J. Masetti Christina F. Pearson Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, California 94304 (650)233- 4500 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
$155,750,297.10 | $19,390.91*** |
| * | Estimated solely for the purpose of calculating the filing fee pursuant to Rule0-11 of the Securities Exchange Act of 1934, as amended, based on based on (a) the product of (i) $4.35, the average of the high and low sales prices per share of YuMe, Inc. (“YuMe”) common stock on December 28, 2017, as reported by the New York Stock Exchange, and (ii) 35,804,666, the estimated number of YuMe common stock to be exchanged in the Transactions. |
| ** | The amount of the filing fee, calculated in accordance with Rule0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0001245 multiplied by the estimated transaction valuation. |
| *** | Previously paid. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $8,707.02 | Filing Party: RhythmOne plc | |
Form or Registration No.: FormF-4 | Date Filed: December 22, 2017 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule14d-1. |
| ☐ | issuer tender offer subject to Rule13e-4. |
| ☐ | going-private transaction subject to Rule13e-3. |
| ☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by RhythmOne plc, a public limited company incorporated and registered in England and Wales with company number 06223359 (“RhythmOne”) and Redwood Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of RhythmOne (“Purchaser”). This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 4, 2018 (the “Schedule TO”), as amended by Amendment No. 1 to the Schedule TO filed with the SEC on January 16, 2018, and relates to the offer by the Purchaser and RhythmOne to exchange for each outstanding share of common stock (“YuMe Share”) of YuMe, Inc., a Delaware corporation (“YuMe”), a combination of cash and stock consideration for their YuMe Shares. For each YuMe Share held, YuMe stockholders are being offered (i) $1.70 in cash without interest, and (ii) 0.7325 ordinary shares of RhythmOne (“RhythmOne Shares”), which gives effect to the10-for-1 share consolidation of RhythmOne Shares implemented on September 25, 2017, subject to the terms and conditions set forth in the prospectus/offer to exchange which is a part of the registration statement on FormF-4 filed by RhythmOne with the SEC on December 22, 2017, as amended (the “Prospectus/Offer to Exchange”) and the related Letter of Transmittal. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by RhythmOne or the Purchaser, is hereby expressly incorporated into the Schedule TO by reference in response to Items 1 through 11 of the Schedule TO and is supplemented by the information specifically provided for in the Schedule TO.
All information regarding the Offer as set forth in the Schedule TO, including all exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Prospectus/Offer to Exchange.
Items 1 through 11
Items 1 through 11 are hereby amended and supplemented as set forth in the Prospectus/Offer to Exchange, which is filed as Exhibit (a)(4) hereto.
All of the information in the Prospectus/Offer to Exchange and the Letter of Transmittal, and any supplement or other amendment thereto related to the Offer hereafter filed with the SEC by RhythmOne or Purchaser, is hereby incorporated by reference in answer to Items 1 through 11 of the Schedule TO.
| Item 12. | Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
Exhibit No. | Description | |
| (a)(4) | Prospectus/Offer to Exchange (incorporated by reference to Amendment No. 3 to RhythmOne’s Registration Statement onForm F-4 filed on January 26, 2017). | |
SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2018
REDWOOD MERGER SUB I, INC. | ||
By: | /s/ Ted Hastings | |
Name: | Ted Hastings | |
Title: | Chief Executive Officer | |
RHYTHMONE PLC | ||
By: | /s/ Ted Hastings | |
Name: | Ted Hastings | |
Title: | Chief Executive Officer | |
