Rocket Fuel Inc.
Rocket Fuel Inc. (Form: SC14D9C, Received: 07/18/2017 17:26:42)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE 14D-9

(Rule 14d-101)

 

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

 


 

ROCKET FUEL INC.

(Name of Subject Company)

 


 

ROCKET FUEL INC.

(Name of Person Filing Statement)

 


 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

773111109

(CUSIP Number of Class of Securities)

 

E. Randolph Wootton III
Chief Executive Officer
Rocket Fuel Inc.
2000 Seaport Boulevard, Suite 400

Pacific Shores Center
Redwood City, CA 94063
(650) 595-1300

(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)

 

With copies to:

Martin W. Korman
Rachel B. Proffitt

Douglas K. Schnell

Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

 


 

x          Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 



 

This Schedule 14D-9 filing contains the following documents relating to transactions contemplated by the Agreement and Plan of Merger, dated as of July 17, 2017, among Rocket Fuel Inc., Fuel Acquisition Co. and Sizmek Inc.:

 

·                   Exhibit 99.1: E-mail to Customers.

·                   Exhibit 99.2: E-mail to Employees.

·                   Exhibit 99.3: Partner Vendor E-mails.

·                   Exhibit 99.4: Town Hall Presentation.

·                   Exhibit 99.5: FAQ — Internal.

·                   Exhibit 99.6: FAQ — Customers.

·                   Exhibit 99.7: Social Channel Updates.

·                   Exhibit 99.8: RED Team Notification.

 

2



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

E-mail to Customers.

 

 

 

99.2

 

E-mail to Employees.

 

 

 

99.3

 

Partner Vendor E-mails.

 

 

 

99.4

 

Town Hall Presentation.

 

 

 

99.5

 

FAQ – Internal.

 

 

 

99.6

 

FAQ – Customers.

 

 

 

99.7

 

Social Channel Updates.

 

 

 

99.8

 

RED Team Notification.

 

3


Exhibit 99.1

 

TO: all@rocketfuelin.com

FROM: RANDY

SENDING OUT: 5:25AM PT

ENGLISH ONLY

 

Subject: Rocket Fuel to be acquired by Sizmek

 

Dear customer,

 

We’re excited to announce that today Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. The acquisition brings together two of the world’s most respected names in advertising technology to create the leading independent predictive marketing platform built for agencies and brands. It will fuse together AI-powered predictive analytics, dynamic creative delivery, and media optimization to drive true campaign performance for our valued partners and clients.

 

As a valued customer, I wanted to share with you more information about the proposed acquisition and to convey our enthusiasm about what this integration means for you, us, and the ad-tech industry.

 

Sizmek is the world’s largest people-based creative optimization platform and omni-channel ad server—serving over 2.3 trillion impressions each year. They are in many ways similar and highly complementary to us. We are about the same size, share many of the same customers among 3,700 agencies and 20,000 advertisers and have a similar global footprint. Like Rocket Fuel, Sizmek has an impressive heritage in the ad-tech industry going back more than a decade. And they have amazing technology and possess a bold vision for the future that I believe is very much aligned with our own.

 

By combining the two companies, you all will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof. Together, our self-service predictive marketing platform will help you to truly optimize your campaigns across your entire media plan. This new combination of technology and services is the next logical step in the marketing revolution. As marketers, you will now be able to understand your customers at an atomic level, integrate a robust set of contextual signals into your decision engine, and deliver the most appropriate creative experience in real-time.

 

Another important component of this offer is that Sizmek is backed by Vector Capital, a well-respected, technology-centric private equity fund with over $3.4B under management. Through their support, we will have additional resources to continue investing in AI-powered predictive marketing capabilities that will deliver on our commitments to you and re-define what is possible for digital marketing.

 

We expect the deal to close in the third quarter of 2017. Until then, it is business as usual for Rocket Fuel. We remain fully dedicated to producing the extraordinary results that you have come to expect as a Rocket Fuel customer.

 

For more information please visit rocketfuel.com or reach out to your local Rocket Fuel representative.

 

 

Best,

 

Randy Wootton

Chief Executive Officer

Rocket Fuel

 



 

Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (“Rocket Fuel”) by Sizmek Inc. (“Sizmek”) and the capabilities of the combined company following the acquisition. Words such as “expect,” “believe,” “intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar words are also intended to identify forward-looking statements.

 

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, due to: uncertainties as to the timing of the tender offer and the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; the effects of disruption from the tender offer or acquisition on Rocket Fuel’s business; the fact that the announcement and pendency of the tender offer and acquisition may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the effects of disruption caused by the tender offer or acquisition making it more difficult to maintain relationships with employees, customers, vendors and other business partners; and the risk that stockholder litigation in connection with the tender offer or the acquisition may result in significant costs of defense, indemnification and liability.

 

Additional factors that could cause actual results to differ materially from those anticipated are under the caption “Risk Factors” in Rocket Fuel’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.

 

Important Additional Information and Where to Find It

 

In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc. (“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.

 


Exhibit 99.2

 

To: All RF employees
Subject: Rocket Fuel and Sizmek

 

Fuelers,

 

Today marks a significant moment in Rocket Fuel’s journey as we announced that Sizmek, the world’s largest people-based creative optimization platform, will acquire Rocket Fuel. Ultimately, this deal solidifies our future and allows us to push forward with our vision to make marketing more meaningful.

 

As your CEO, I have never been prouder of your accomplishments. We’ve made great strides over the past two years.

 

·                   Our platform business has continued to exceed expectations—growing 75%+ again in Q2!

·                   We’ve crystallized a differentiated position in the market as THE predictive marketing platform and have had 3rd parties like Forrester and 451 validate this

·                   We’ve stabilized our platform (99.9% uptime last month)

·                   We’ve significantly increased the quality and quantity of code that we are releasing

·                   We’ve signed two HoCo deals in just the last month

 

But still we face some fierce headwinds that have hampered our Return to Growth. Combining with Sizmek provides us the financial support and scale we need to move forward with renewed confidence as we continue our transformation. In addition, as part of a larger, more diversified company, our opportunities for professional (and personal) growth increase.

 

We have always believed that our core tech delivers the most value when integrated with other world-class technologies. Together with Sizmek, we take a major step forward in realizing this potential. They’re the world’s largest people-based creative optimization platform and omni-channel ad server—serving over 2.3 trillion impressions each year. Rocket Fuel and Sizmek have a lot in common. We have complementary capabilities, share many of the same customers among 3,700 agencies and 20,000 advertisers and are both global players. Like Rocket Fuel, Sizmek has an impressive heritage in the ad-tech industry going back more than decade. And they have amazing technology and possess a bold vision for the future that I believe is very much aligned with our own.

 

Plus Sizmek is backed by Vector Capital, a well-respected technology-centric private equity fund with over $3.4 billion under management. Through their support, we will have additional resources to continue investing in AI-powered predictive marketing capabilities for our customers and re-define what is possible for digital marketing.

 

We expect the deal to close in the third quarter of 2017. Until then, it is business as usual for all of us. We must remain focused on producing extraordinary results for our customers. After all, it is our hard work that attracted Sizmek to the opportunity at Rocket Fuel.

 

Let me assure you: Rocket Fuel is better and stronger today than it was last week. And there’s plenty more to talk about so please attend a special Town Hall meeting at 9:30am PST today . Joining us will be Dr. Mark Grether, Executive Chairman of Sizmek, to share his thoughts on the broader opportunity and how our two companies fit together.

 

Looking back on where we have been and looking forward to the road ahead, I’m reminded of a quote from St. Francis of Assisi, “Start by doing what’s necessary; then do what’s possible; and suddenly you are doing the impossible.” Thank you all for the role you have had doing what’s been necessary in order to get us to this important milestone so that we can start to really exploit what is possible in this next phase of Rocket Fuel. I am certain, we will continue to strive to do what has never been done before— what many people would say is impossible—as this is just the way we roll at Rocket Fuel.

 

Onwards,

Randy

 



 

Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (“Rocket Fuel”) by Sizmek Inc. (“Sizmek”) and the capabilities of the combined company following the acquisition. Words such as “expect,” “believe,” “intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar words are also intended to identify forward-looking statements.

 

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, due to: uncertainties as to the timing of the tender offer and the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; the effects of disruption from the tender offer or acquisition on Rocket Fuel’s business; the fact that the announcement and pendency of the tender offer and acquisition may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the effects of disruption caused by the tender offer or acquisition making it more difficult to maintain relationships with employees, customers, vendors and other business partners; and the risk that stockholder litigation in connection with the tender offer or the acquisition may result in significant costs of defense, indemnification and liability.

 

Additional factors that could cause actual results to differ materially from those anticipated are under the caption “Risk Factors” in Rocket Fuel’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.

 

Important Additional Information and Where to Find It

 

In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc.(“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.

 


Exhibit 99.3

 

TO: ALL RF PARTNERS

FROM: RANDY

SENDING OUT: 6:25AM PT

ENGLISH ONLY

 

Subject: Rocket Fuel to be acquired by Sizmek

 

Dear Partner,

 

We’re excited to announce that today Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. The acquisition brings together two of the world’s most respected names in advertising technology to create the leading independent predictive marketing platform built for agencies and brands. It will fuse together AI-powered predictive analytics, dynamic creative delivery, and media optimization to drive true campaign performance for our valued partners and clients.

 

As a valued partner, I wanted to share with you more information about the proposed acquisition and to convey our enthusiasm about what this integration means for you, us, and the ad-tech industry.

 

Sizmek is the world’s largest people-based creative optimization platform and omni-channel ad server—serving over 2.3 trillion impressions each year. They are in many ways similar and highly complimentary to us. We are about the same size, share many of the same customers among 3,700 agencies and 20,000 advertisers and have a similar global footprint. Like Rocket Fuel, Sizmek has an impressive heritage in the ad-tech industry going back more than a decade. And they have amazing technology and possess a bold vision for the future that I believe is very much aligned with our own.

 

By combining the two companies, you all will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof. Together, our self-service predictive marketing platform will help you to truly optimize your campaigns across your entire media plan. This new combination of technology and services is the next logical step in the marketing revolution. Our clients will be able to understand their customers at an atomic level, integrate a robust set of contextual signals into their decision engines, and deliver the most appropriate creative experience in real-time.

 

Another important component of this offer is that Sizmek is backed by Vector Capital, a well-respected, technology-centric private equity fund with over $3.4B under management. Through their support, we will have additional resources to continue investing in AI-powered predictive marketing capabilities that will deliver on our commitments to you and re-define what is possible for digital marketing.

 

We expect the deal to close in the third quarter of 2017. Until then, it is business as usual for Rocket Fuel. We remain fully dedicated to producing the extraordinary results that you have come to expect as a Rocket Fuel Partner.

 

For more information please visit rocketfuel.com or reach out to your local Rocket Fuel representative.

 

Best,

 

 

 

Randy Wootton

 

Chief Executive Officer

 

Rocket Fuel

 

 



 

Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (“Rocket Fuel”) by Sizmek Inc. (“Sizmek”) and the capabilities of the combined company following the acquisition. Words such as “expect,” “believe,” “intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar words are also intended to identify forward-looking statements.

 

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, due to: uncertainties as to the timing of the tender offer and the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; the effects of disruption from the tender offer or acquisition on Rocket Fuel’s business; the fact that the announcement and pendency of the tender offer and acquisition may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the effects of disruption caused by the tender offer or acquisition making it more difficult to maintain relationships with employees, customers, vendors and other business partners; and the risk that stockholder litigation in connection with the tender offer or the acquisition may result in significant costs of defense, indemnification and liability.

 

Additional factors that could cause actual results to differ materially from those anticipated are under the caption “Risk Factors” in Rocket Fuel’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.

 

Important Additional Information and Where to Find It

 

In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc. (“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.

 


Exhibit 99.4

 

Rocket Fuel Town Hall Hyperfueled Rocket July 17, 2017 Today’s announcement! Strategy: Why is this a good decision? Fuelers: Impact to Fuelers? Customers: Is this Customer First? Financial: Does this help our position? Next Steps: What Now? Thank You: Fuelers Make Us Great! Introductions: Mark Grether, Executive Chairman Sizmek

 


Important Additional Information and Where to Find It In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc. (“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.

 


[LOGO]

 


Today’s Announcement: Rocket Fuel to be acquired by Sizmek

 


Strategy: Why is this a good decision? To build the leading predictive multi-channel marketing platform for agencies and brands Financial Stability Strategic Position Customer Synergies True Global Scale

 


Fuelers: What’s the impact on us? Strengthened global sales and service units; helps us grow to a truly global product and engineering team Sizmek 900 Employees 26 Countries Organizational Changes? Office Consolidations? Changes to Benefits?

 


Customers: Is this Customer First? Leading DSP & DMP; Creative Optimization Platform; Largest 3rd-Party Ad-Server: All under one roof OUR VISION: To make marketing meaningful. OUR MISSION: Predict the potential of every moment so that marketers can deliver amazing experiences that get real results. Can We Discuss with Customers Communication Plan Product Integration Plan

 


Financial: Does this help our position? Rocket Fuel will gain more flexibility and opportunities to invest in commitment to our strategy Benefits of being Private Deal Terms P U B L I C P R I V A T E

 


Next Steps: Now What? Maintain focus on Return to Growth; Drive hard for historic Q3 results Business as Usual!

 


Thank You: Fuelers Make Us Great Onward & Upward!

 


Have Questions? Submit your question via Sli.do using the link in your calendar invite or event code #C798. Throughout Q3, we will monitor and answer ongoing questions related to the acquisition submitted to this Sli.do code

 

Exhibit 99.5

 

Sizmek-Rocket Fuel Acquisition FAQ

 

Background

 

What is the deal summary?

 

On July 18, 2017, Sizmek, the largest people-based creative optimization and data activation platform, announced it has entered into a definitive agreement to acquire Rocket Fuel.

 

Sizmek is an affiliate of Vector Capital. Under the terms of the merger agreement, which has been unanimously approved by Rocket Fuel’s board of directors, an affiliate of Sizmek will commence a tender offer for all of the outstanding shares of Rocket Fuel’s common stock for $2.60 per share in cash. This represents an enterprise value for Rocket Fuel of approximately $145 million.

 

The proposed combination with Sizmek brings Rocket Fuel’s media optimization and industry leading AI-enabled decisioning to Sizmek’s omni-channel creative optimization and data activation platform, marking the next logical step in marketing automation. Combined, the two companies connect more than 20,000 advertisers and 3,600 agencies to audiences in over 70 countries around the globe, and service a client base comprised of an overwhelming majority of the world’s most recognized brands and agencies.

 

Who is Sizmek?

 

Sizmek creates impressions that inspire through its people-based creative optimization platform. In the digital world, creating impressions that inspire is vital to building meaningful, long-lasting relationships with your customers. Sizmek provides powerful, integrated solutions so creative and data work together, optimizing campaigns across all media. When your messages resonate, your impact amplifies, and your business reaches new heights. Sizmek operates its platform in more than 70 countries, with local offices providing award-winning service throughout North America, EMEA, LATAM, and APAC, and connecting more than 20,000 advertisers and 3,600 agencies to audiences around the world, serving over 2.3 trillion impressions each year.

 

How should we describe Rocket Fuel?

 

Rocket Fuel is a predictive marketing software company that uses artificial intelligence to empower agencies and marketers to anticipate people’s need for products and services. Headquartered in Redwood City, California, Rocket Fuel has more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol “FUEL.”

 

1



 

Rocket Fuel has a decade of experience using AI to enable real-time interaction management for brands and agencies across marketing technology and uses AI to study billions of consumer interactions every day and find those important emotional markers that denote desire, interest and purchase intent and helps marketers make smarter, faster, more informed decisions. Their solutions help agencies and their brands predict in real time the best moment and best environment to interact with individuals, for billions of interactions at a time, to improve the consumer experience.

 

Rocket Fuel’s service offerings include a DMP and self-service DSP, built on the foundation of AI. Rocket Fuel’s DSP was recently ranked as a top leader in Forrester’s Omnichannel Demand Side Platform, Q2 2017 report.

 

Strategy

 

Why did Rocket Fuel enter into an agreement to be acquired by Sizmek?

 

The acquisition creates one of the largest independent marketing platforms built for agencies and brands. It will fuse together AI-powered predictive analytics, dynamic creative and media optimization to drive true campaign performance. Aligning Sizmek’s creative optimization and data activation capabilities with Rocket Fuel’s AI-powered, predictive marketing platform will provide agencies and their brands with a comprehensive buy side stack to optimize campaigns and maximize ROI across the entire customer journey in real time.

 

With this integration, clients will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof. Together, Rocket Fuel and Sizmek will offer self-service predictive marketing platform will help agencies and brands optimize campaigns across the entire media plan.

 

This new combination of technology and services is the next logical step in the marketing revolution. Marketers will be able to understand their customers at an atomic level, integrate a robust set of contextual signals into their decision engine, and deliver the most appropriate creative experiences in real-time.

 

What’s the strategic rationale behind the agreement?

The strategic rationale behind the agreement is based on a shared vision of building the leading predictive multi-channel marketing platform for agencies and brands. The acquisition will serve to create:

 

·                   Increased opportunities: As all media becomes digital, programmatic advertising will continue to grow significantly.  The integrated company will be well-positioned to

 

2



 

compete and win in this space—supporting both brand and performance marketers’ objectives across all digital media.

 

·                   A strategic position: By combining the two companies, our customers will gain access to a leading DSP and DMP, a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof.

 

·                   True global scale: The acquisition combines Rocket Fuel’s multinational operations, big data infrastructure with Sizmek’s equally global presence. Combined, the two companies connect more than 20,000 advertisers and 3,600 agencies to audiences in over 70 countries around the globe, and service a client base comprised of an overwhelming majority of the world’s most recognized brands and agencies.

 

When will the acquisition be completed?

 

The transaction is slated to be completed in the third quarter of 2017. Before the deal can close, a variety of customary closing conditions must be met, including that at a majority of the shares (>50%) of Rocket Fuel’s common stock are tendered into the offer.

 

How will the products be integrated to better serve customers?

Post integration, we expect that Sizmek and Rocket Fuel clients will benefit from a full “buy side” stack solution on a global scale that’s more effective at truly optimizing their entire media plan/campaigns-not just their programmatic campaigns. The integration will combine Sizmek’s ad serving and data capabilities with Rocket Fuel’s dual purpose AI-powered DSP/DMP resulting in a DSP neutral, self-service predictive marketing platform allowing for optimization across the entire customer journey and media plan.

 

This union of resources also provides unparalleled access to an extensive range of data as well as a powerful and comprehensive set of services delivering a range of omni-channel outcome-based solutions. One combined offering, two great ways to optimize across the entire customer journey.

 

This new combination of technology and services is the next logical step in the marketing revolution. As marketers, you will now be able to understand your customers at an atomic level, integrate a robust set of contextual signals into your decision engine, and deliver the most appropriate creative experience in real-time.

 

The integration will also give the combined company access to new clients and the opportunity to cross-sell with existing clients

 

·                   Sizmek clients will be able to take advantage of an enhanced platform that includes all our existing capabilities, plus a DSP, DMP and AI capabilities. The

 

3



 

integration will help us to significantly grow our programmatic business by offering a better DCO and DSP combination, a Peer39 integration into a DSP, and scaling our Vantage business.

 

·                   Rocket Fuel clients will have access to Sizmek’s large SaaS platform that will help to accelerate their ambitions to grow their clients’ own SaaS business.  Another opportunity for both companies is to build a new solution that provides outcome certainty across brand and performance KPI’s.

 

How will this impact each company’s product roadmaps?

 

The acquisition will give the respective companies access to new products (i.e. a DSP and DMP from Rocket Fuel and an ad server and data assets [Peer39] from Sizmek).  It will also give us access to additional product and engineering resources and great new talent.

 

Once the deal closes, our objective is to continue to move our business to SaaS and merge the different solutions into one unified platform, and in the meantime we are pushing full steam ahead.  We are aiming to announce a more detailed product roadmap soon after the acquisition closes.

 

·                   For Rocket Fuel, the roadmap for Q3 is still valid and we will continue to execute against our commitments including roll-out the new Orion UI, Brand Enhancements, and Insights

·                   For Sizmek, we are pushing full steam ahead with upgrading our clients to Sizmek Advertising Suite.

 

What does this deal do for Rocket Fuel?

 

The Rocket Fuel objective is to establish ourselves as a leader in the predictive marketing field while moving our business to a SaaS model.  With this acquisition, we can leverage Sizmek’s platform expertise, their global footprint, and their creative optimization capabilities to accelerate the transition to a full stack platform business.

 

We’ve made great strides over the past two years.

 

·                   Our platform business has grown 70% year over year

·                   We’ve crystallized a differentiated position in the market as the predictive marketing platform

·                   and have had 3rd parties like Forrester and 451 validate this

·                   We’ve stabilized our platform (99.9% uptime last month)

·                   We’ve significantly increased the quality and quantity of code that we are releasing

·                   We’ve signed two HoCo deals in just the last month

 

4



 

But still we have faced some fierce headwinds that have hampered our Return to Growth. Combining with Sizmek provides us the financial support and scale we need to move forward with renewed confidence as we continue our transformation.

 

Who is managing the integration of Rocket Fuel into Sizmek?

 

Business will remain as usual until the transaction is closed. We are forming an integration team to work on integration planning.

 

How will we be branded?  What will happen to the Rocket Fuel brand/logo?

During the integration process, the integration team will evaluate how our brands resonate with our clients and the market, and use those insights to make an informed decision once the deal is finalized.

 

What is Vector’s overall strategy post the Rocket Fuel acquisition?

 

Post the Rocket Fuel acquisition, we have a real opportunity to be an independent player in the adtech space that offers a full stack solutions for agencies and brands, spanning the entire media plan.  Vector is committed to use the combination of Sizmek and Rocket Fuel to separate the combined entity in the fragmented adtech ecosystem, particularly in the data and programmatic realm on the buy-side.

 

People

 

How many employees does Rocket Fuel have?

 

Rocket Fuel has approximately 850 employees in 23 offices around the globe.

 

How many employees does Sizmek have?

 

Sizmek has approximately 900 employees in 26 offices around the globe.

 

Will my job be affected?  Will there be layoffs?

 

When two companies join together, the result is a combined organization that creates new and exciting opportunities.  This acquisition not only strengthens our global sales and service operations units but also helps us grow to a truly global product and engineering team.

 

As part of integration planning, we will review all of our resources to ensure they are aligned to support the go forward strategy and financials.

 

5



 

What happens to my benefits (i.e. payroll, benefits and vacation policies)?

 

Between now and close of this transaction, there are no changes to your benefits, payroll or vacation.  As part of the integration planning, we will review all benefit offerings.  Post close, we will inform you should there be any changes.

 

Who do I report to now?

 

Business will remain as usual with all normal working and reporting structures remaining as they are.

 

Sizmek and Rocket Fuel both have offices in several of the same cities.  Which offices will remain open?  Will there be any office closures?

 

Between now and the close of this transaction, we will research our options and decide based on future hiring and location of our clients. Where it makes sense, we will consolidate facilities as appropriate. We will inform staff in advance should there be any change in location.

 

What is the structure of the combined leadership team?

 

Mark Grether and Randy Wootton are starting the work to plan out the organizational structure that will be finalized upon the completion of the deal.

 

How will options and restricted stock unit awards granted by Rocket Fuel be treated in the transaction?

 

For vested stock options and restricted stock units (RSUs), employees will receive $2.60 minus the exercise price (for each vested option) or $2.60 (for each vested RSU).  Vested and unvested options that are “at-the-money” or “underwater” (that is, have a strike price equal to or above $2.60) will be cancelled.  25% of an employee’s unvested options that are “in the money” and 25% of an employee’s unvested RSUs will be accelerated immediately prior to close and receive the same cash amount as described above for vested awards.  The remainder of an employee’s unvested options and unvested RSUs will be cancelled.

 

What will happen with the ESPP Program?

 

For those employees that are actively participating in the current offering period that initiated in May 2017, your funds will be reimbursed to you.  For shares purchased through the program through past offerings that are unsold, like all shareholders, you will be offered the $2.60 share price.

 

Will there be an equity based incentive program at the combined company?

 

That is something that will be worked out in integration planning.

 

Who will be CEO of the combined company?  Any senior level people expected to leave Rocket Fuel?

 

That is something that will be worked out in integration planning.

 

6



 

How are the 1H 2017 Bonuses being handled?

 

Based on Actual Q1 and Q2 revenue against goals and in the interest of fiscal responsibility, there will be no funding for the 1H NA Corporate Bonus.   The International Q2 Non-Sales bonus program will be partially funded based on plan design and local performance.

 

There are colleagues in my department off on vacation/sick leave/paternity or maternity leave.  How and when will they be informed?

 

The manager of an employee currently on leave will be responsible for communicating the updates with their team.

 

What happens now?

 

We expect the deal to close in the third quarter of 2017. Until then, it is business as usual for all of us. We must remain focused on producing extraordinary results for our customers. After all, it is our hard work that attracted Sizmek to the opportunity at
Rocket Fuel.

 

Customer

 

What are the benefits for our customers?

 

Sizmek and Rocket Fuel share the belief that creating impressions that inspire is vital for agencies and brands to build meaningful, long-lasting relationships with their customers.  By combining the two companies, our customers all will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof.

 

This new combination of technology and services is the next logical step in the marketing revolution. Clients will now be able to understand their customers at an atomic level, integrate a robust set of contextual signals into their decision engine, and deliver the most appropriate creative experience in real-time.

 

What’s the advantage for Rocket Fuel in completing this transaction?

 

We have always believed our product needed to be connected with other world-class technologies to realize its full potential. Together with Sizmek, the fullest expression of our potential is now within our grasp. They’re the world’s largest people-based creative optimization platform and omni-channel ad server—serving over 2.3 trillion impressions each year.

 

Rocket Fuel and Sizmek have a lot in common. We are about the same size, share many of the same customers among 3,700 agencies and 20,000 advertisers and have a similar global footprint. Like Rocket Fuel, Sizmek has an impressive heritage in the ad-tech industry going

 

7



 

back more than decade. And they have amazing technology and possess a bold vision for the future that I believe is very much aligned with our own.

 

Another important benefit to this deal is that Sizmek is backed by Vector Capital, a well-respected technology-centric private equity fund with over $3.4 billion under management. Through their support, we will have additional resources to continue investing in AI-powered predictive marketing capabilities for our customers and re-define what is possible for digital marketing.

 

Is there any customer overlap?

 

There is some customer overlap, which we see as a great opportunity to cross sell the respective services of both companies under an integrated full- stack platform.

 

How does this deal improve our overall competitiveness?

 

This acquisition positions the combined company to be differentiated in the marketplace as it brings together two of the world’s most respected names in advertising technology, to create one of the largest independent marketing platform built for agencies and brands. It will fuse together AI powered predictive analytics, dynamic creative and media optimization to drive true campaign performance. Collectively, Sizmek and Rocket Fuel service more than 20,000 advertisers and 3,600 agencies to global audiences in over 70 countries, and service a client base comprised of the world’s most recognized brands and agencies.

 

Will our clients be notified?

 

Yes, both Sizmek and Rocket Fuel will be sending emails to their global distribution lists today. Additionally, all client leaders should be proactively reaching out to their clients (they will be receiving a list of who they should be reaching out to).  Please be sure to use the client talking points provided to ensure messaging is consistent.

 

When will the teams receive training on Sizmek/Rocket Fuel?

 

Training will take place after the completion of the deal.

 

Financial

 

What are the deal terms?

 

Under the terms of the Agreement, Sizmek, an affiliate of Vector Capital, will commence a tender offer to purchase all outstanding shares of Rocket Fuel common stock for $2.60 per share in cash, or an enterprise value of approximately $145 million. The proposed transaction, which is expected to close in the 3rd quarter of 2017, is conditioned upon, among other things, satisfaction of a minimum tender condition, regulatory approvals and other customary closing

 

8



 

conditions. There are no financing conditions associated with the proposed Agreement. Rocket Fuel’s board of directors has unanimously approved the transaction and recommended that its shareholders tender their shares. Assuming completion of the proposed transaction, Rocket Fuel will become a privately-held company.

 

Why are you doing this?

 

This is the right deal for Rocket Fuel. The acquisition creates one of the largest independent marketing platforms built for agencies and brands. It will fuse together AI-powered predictive analytics, dynamic creative and media optimization to drive true campaign performance. Aligning Sizmek’s creative optimization and data activation capabilities with Rocket Fuel’s AI-powered, predictive marketing platform will provide agencies and their brands with a comprehensive buy side stack to optimize campaigns and maximize ROI across the entire customer journey in real time.

 

Is the goal that the combined company re-enter the public market later down the line?

 

Right now, we are focused on integration planning.

 

Are you anticipating any regulatory issues?

 

Not at this time.

 

Next Steps

 

What happens now?

 

We expect the deal to close in the third quarter of 2017. Until then, it is business as usual for all of us. We must remain focused on producing extraordinary results for our customers. After all, it is our hard work that attracted Sizmek to the opportunity at Rocket Fuel.

 

Who should I contact if I have additional questions about the acquisition?

 

·                   For Rocket Fuel employees, if you have any additional questions please contact your manager

 

Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (“Rocket Fuel”) by Sizmek Inc. (“Sizmek”), the capabilities of the combined company following the acquisition, and Rocket Fuel’s expectations for its Media Services business and second half financial results. Words such as “expect,” “believe,” “intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar words are also intended to identify forward-looking statements.

 

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, due to: uncertainties as to the timing of

 

9



 

the tender offer and the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; the effects of disruption from the tender offer or acquisition on Rocket Fuel’s business; the fact that the announcement and pendency of the tender offer and acquisition may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the effects of disruption caused by the tender offer or acquisition making it more difficult to maintain relationships with employees, customers, vendors and other business partners; and the risk that stockholder litigation in connection with the tender offer or the acquisition may result in significant costs of defense, indemnification and liability.

 

Additional factors that could cause actual results to differ materially from those anticipated are under the caption “Risk Factors” in Rocket Fuel’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.

 

Important Additional Information and Where to Find It

 

In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc. (“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.

 

10


Exhibit 99.6

 

SIZMEK TO ACQUIRE ROCKET FUEL

SALES FAQ

 

Questions from Rocket Fuel Customers

 

What are the benefits of this deal?

 

·                   Sizmek and Rocket Fuel share the belief that creating impressions that inspire is vital for agencies and brands to build meaningful, long-lasting relationships with their customers.

 

·                   By combining the two companies, our customers all will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof.

 

·                   This new combination of technology and services is the next logical step in the marketing revolution. Clients will now be able to understand their customers at an atomic level, integrate a robust set of contextual signals into their decision engine, and deliver the most appropriate creative experience in real-time.

 

What’s the advantage for Rocket Fuel in completing this transaction?

 

·                   We have always believed our product needed to be connected with other world-class technologies to realize its full potential.

 

·                   Together with Sizmek, the fullest expression of our potential is now within our grasp. They’re the world’s largest people-based creative optimization platform and omni-channel ad server—serving over 2.3 trillion impressions each year.

 

·                   Rocket Fuel and Sizmek have a lot in common. We are about the same size, share many of the same customers among 3,700 agencies and 20,000 advertisers and have a similar global footprint.

 

·                   Like Rocket Fuel, Sizmek has an impressive heritage in the ad-tech industry going back more than decade. And they have amazing technology and possess a bold vision for the future that I believe is very much aligned with our own.

 

·                   Another important benefit to this deal is that Sizmek is backed by Vector Capital, a well-respected technology-centric private equity fund with over $3.4 billion under management. Through their support, we will have additional resources to continue investing in AI-powered predictive marketing capabilities for our customers and re-define what is possible for digital marketing.

 



 

How will this impact Rocket Fuel and Sizmek’s product roadmaps?

 

·                   The acquisition will give customers access to new products (i.e. a DSP and DMP from Rocket Fuel and an ad server from Sizmek).  It will also give us access to additional product and engineering resources and great new talent.

 

·                   Our objective is to continue to move our business to SaaS and merge the different solutions into one unified platform, and in the meantime we are pushing full steam ahead.  We are aiming to announce a more detailed product roadmap soon after the acquisition closes.

 

Is there any customer overlap?

 

·                   There is some customer overlap, which we see as a great opportunity to cross sell the respective services of both companies under an integrated full- stack platform.

 

I am a new client with a pending agreement, what happens from here?

 

·                   Your agreement is still valid and binding once signed. Both companies will continue operate as separate businesses until the close, which we expect to happen in Q3

 

RF recently responded to an RFP is it still valid?

 

·                   Yes.

 

I was contacted by a Rocket Fuel Seller, should I be speaking to that individual?

 

·                   Both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

Does my account rep change?

 

·                   No, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

Do my account teams change?

 

·                   Not at present, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 



 

What happens to the terms of my existing contract?

 

·                   Your contract remains in force, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

What happens with my current campaigns?

 

·                   Your campaign should not be affected by the announcement, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

How will be campaign performance reporting be effected?

 

·                   Not at present, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

Are there any changes to accounting?

 

·                   Not at present, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

What new products and services will be available to me as a result of the deal?

 

·                   This union of resources also provides unparalleled access to an extensive range of data as well as a powerful and comprehensive set of services delivering a range of omni-channel outcome-based solutions. One combined offering, two great ways to optimize across the entire customer journey.

 

·                   This new combination of technology and services is the next logical step in the marketing revolution. As marketers, you will now be able to understand your customers at an atomic level, integrate a robust set of contextual signals into your decision engine, and deliver the most appropriate creative experience in real-time.

 

·                   The integration will also give the combined company access to new clients and the opportunity to cross-sell with existing clients

 

·                   Sizmek clients will be able to take advantage of an enhanced platform that includes all our existing capabilities, plus a DSP, DMP and AI capabilities. The integration will help

 



 

us to significantly grow our programmatic business by offering a better DCO and DSP combination, a Peer39 integration into a DSP, and scaling our Vantage business.

 

·                   Rocket Fuel clients will have access to Sizmek’s large SaaS platform that will help to accelerate their ambitions to grow their clients’ own SaaS business.  Another opportunity for both companies is to build a new solution that provides outcome certainty across brand and performance KPI’s.

 

Will the integration effect campaign performance?

 

·                   We are focused on ensure that integration efforts to not detract from your experience.

 

Will Sizmek start calling on me?

 

·                   Sizmek has a separate sales force and may contact you as routine outreach independent of this transaction. Both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

What effect does the deal have on my current agreements with Rocket Fuel?

 

·                   Your contract remains in force, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

When will RF start selling Sizmek?

 

·                   Not until the deal closes. Both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 

What are your plans to integrate the company’s services?

 

·                   It is too soon to say. We are just starting the integration planning.

 

We don’t have any active campaigns does this change who I speak to?

 

·                   No, both companies will continue operate as separate businesses until the close, which we expect to happen in Q3 2017.

 



 

How does this deal help you to compete with Google and Facebook, and their deterministic offerings?

 

·                   While we compete with Google or Facebook in some ways, we see ourselves as a platform to complement them. The media plan is highly complex. Within that, Google and Facebook have an important role, but there are great companies like us who sit on top of the media plan to leverage data and creative to optimize across the entirety of the
media plan.

 

Is SaaS still going to be Rocket Fuel’s strategy going forward? How much is your strategy weighted toward platform solutions versus media services?

 

·                   Our Platform business continues to show strong growth but the rapid decline in the Media Services business is creating challenges for us.

 

·                   In the first quarter, platform represented a record 32% of total spend with us with year-over-year growth of 70%, evidence of our progress transitioning Rocket Fuel toward a platform-oriented software model.

 

Deal Related Questions

 

What are the details of Sizmek’s acquisition of Rocket Fuel?

 

·                   Rocket Fuel (NASDAQ: FUEL) has entered into a definitive agreement to be acquired by Sizmek Inc., the largest people-based creative optimization and data activation platform delivering impressions that inspire. Sizmek is an affiliate of Vector Capital.

 

·                   Under the terms of the merger agreement, which has been unanimously approved by Rocket Fuel’s board of directors, an affiliate of Sizmek will commence a tender offer for all of the outstanding shares of Rocket Fuel’s common stock for $2.60 per share in cash. This represents an enterprise value for Rocket Fuel of approximately $145 million.

 

·                   The proposed combination with Sizmek brings Rocket Fuel’s media optimization and industry leading AI-enabled decisioning to Sizmek’s omni-channel creative optimization and data activation platform, marking the next logical step in marketing automation.

 

·                   Combined, the two companies connect more than 20,000 advertisers and 3,600 agencies to audiences in over 70 countries around the globe, and service a client base comprised of an overwhelming majority of the world’s most recognized brands and agencies.

 



 

When will the acquisition be completed?

 

·                   The transaction is slated to be completed in the third quarter of 2017. Before the deal can close, Rocket Fuel’s shareholders must accept Sizmek’s tender offer to buy their shares, and certain other conditions in the merger purchase agreement must be satisfied.

 

Why did Rocket Fuel enter into an agreement to be acquired by Sizmek?

 

·                   The acquisition creates one of the largest independent marketing platforms built for agencies and brands.

 

·                   It will fuse together AI-powered predictive analytics, dynamic creative and media optimization to drive true campaign performance.

 

·                   Aligning Sizmek’s creative optimization and data activation capabilities with Rocket Fuel’s AI-powered, predictive marketing platform will provide agencies and their brands with a comprehensive buy side stack to optimize campaigns and maximize ROI across the entire customer journey in real time.

 

·                   With this integration, clients will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof.

 

·                   Together, Rocket Fuel and Sizmek will offer self-service predictive marketing platform will help agencies and brands optimize campaigns across the entire media plan.

Who is Sizmek?

 

·                   Sizmek creates impressions that inspire through its people-based creative optimization platform. In the digital world, creating impressions that inspire is vital to building meaningful, long-lasting relationships with your customers.

 

·                   Sizmek provides powerful, integrated solutions so creative and data work together, optimizing campaigns across all media. When your messages resonate, your impact amplifies, and your business reaches new heights.

 

·                   Sizmek operates its platform in more than 70 countries, with local offices providing award-winning service throughout North America, EMEA, LATAM, and APAC, and connecting more than 20,000 advertisers and 3,600 agencies to audiences around the world, serving over 2.3 trillion impressions each year.

 



 

How would we continue to describe Rocket Fuel?

 

·                   Rocket Fuel is a predictive marketing software company that uses artificial intelligence to empower agencies and marketers to anticipate people’s need for products and services. Headquartered in Redwood City, California.

 

·                   Rocket Fuel has more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol “FUEL.”

 

·                   Rocket Fuel has a decade of experience using AI to enable real-time interaction management for brands and agencies across marketing technology and uses AI to study billions of consumer interactions every day and find those important emotional markers that denote desire, interest and purchase intent and helps marketers make smarter, faster, more informed decisions.

 

·                   Rocket Fuel’s solutions help agencies and their brands predict in real time the best moment and best environment to interact with individuals, for billions of interactions at a time, to improve the consumer experience.

 

Why is Sizmek acquiring Rocket Fuel?

 

·                   Rocket Fuel will enable Sizmek to immediately assume an important position in how brand marketers use data to inform and dynamically deliver digital advertising creative.

 

·                   Aligning Sizmek’s creative optimization and data activation capabilities with Rocket Fuel’s AI-powered, predictive marketing platform will provide advertisers with the full buy side stack that they’re looking for (self-service) to optimize campaigns and maximize ROI across their entire media plan.

 

·                   Aligning Rocket Fuel’s AI-powered, predictive marketing software, DSP and DMP with Sizmek’s DCO and SaaS capabilities will empower brand marketers (agencies) to anticipate people’s needs and engage them with the exact creative that converts.

 

What’s the strategic rationale behind the agreement?

 

The strategic rationale behind the agreement is based on a shared vision of building the leading predictive multi-channel marketing platform for agencies and brands. The acquisition will serve to create:

 

·                   Increased opportunities: Programmatic advertising continues to grow significantly, and will grow further due to TV dollars shifting into digital.  The integrated company will be well-positioned to compete and win in this space.

 

·                   A strategic position: By combining the two companies, our customers will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof.

 



 

·                   True global scale: The acquisition combines Rocket Fuel’s multinational operations with Sizmek’s equally global presence. Combined, the two companies connect more than 20,000 advertisers and 3,600 agencies to audiences in over 70 countries around the globe, and service a client base comprised of an overwhelming majority of the world’s most recognized brands and agencies.

 

What’s Vector Capital’s role in facilitating this deal?

 

·                   Vector Capital is well versed in helping companies integrate. They will provide us with a major advantage in ensuring that things go smoothly, and bring additional financial and operational support to help us execute our shared vision.

 

·                   Vector’s Value Creation team was integral in helping Sizmek strategically grow its business. It’s rare to have a partner like Vector who has consulting experience and knows our space so well, but can also anticipate challenges, make sure we get up to speed quickly, and ensure that we are successful going forward.

 

·                   Vector has a broad vision for the digital advertising and marketing space, an appetite for funding the rollup of great technology, and the strategic approach to accelerate the creation of an independent, third party buy side platform.

 

What can you do now together that you couldn’t before as individual companies?

 

·                   The acquisition creates one of the leading independent marketing platforms built for agencies and brands. It will fuse together AI-powered predictive analytics, dynamic creative and media optimization to drive true campaign performance.

 

·                   Aligning Sizmek’s creative optimization and data activation capabilities with Rocket Fuel’s predictive marketing platform will provide advertisers with the complete buy side solution needed to optimize campaigns in real-time and maximize ROI across their entire media plan.

 

What’s happening to the Rocket Fuel and SIzmek brand names?

·                   During the integration process we will evaluate how our brands resonate with our clients and the market, and use those insights to make an informed decision once the deal is finalized, which we expect to happen in Q3.

 

Will there be any changes to management as a result of this acquisition? Will anybody be leaving the company?

 

·                   This is something that we will address through integration planning.

 



 

How will this impact each company’s product roadmaps?

 

·                   The acquisition will give the respective companies access to new products (i.e. a DSP and DMP from Rocket Fuel and an ad server from Sizmek).  It will also give us access to additional product and engineering resources and great new talent.

 

·                   Once the deal closes, our objective is to continue to move our business to SaaS and merge the different solutions into one unified platform, and in the meantime we are pushing full steam ahead.  We are aiming to announce a more detailed product roadmap soon after the acquisition closes.

 

·                   For Rocket Fuel, the roadmap for Q3 is still valid and we will continue to execute against our commitments including roll-out the new Orion UI, Brand Enhancements, and Insights.

 

·                   For Sizmek, we are pushing full steam ahead with upgrading our clients to Sizmek Advertising Suite.

 

Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (“Rocket Fuel”) by Sizmek Inc. (“Sizmek”), the capabilities of the combined company following the acquisition, and Rocket Fuel’s expectations for its Media Services business and second half financial results. Words such as “expect,” “believe,” “intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar words are also intended to identify forward-looking statements.

 

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, due to: uncertainties as to the timing of the tender offer and the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; the effects of disruption from the tender offer or acquisition on Rocket Fuel’s business; the fact that the announcement and pendency of the tender offer and acquisition may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the effects of disruption caused by the tender offer or acquisition making it more difficult to maintain relationships with employees, customers, vendors and other business partners; and the risk that stockholder litigation in connection with the tender offer or the acquisition may result in significant costs of defense, indemnification and liability.

 

Additional factors that could cause actual results to differ materially from those anticipated are under the caption “Risk Factors” in Rocket Fuel’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.

 



 

Important Additional Information and Where to Find It

 

In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc. (“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.

 


Exhibit 99.7

 

LinkedIn Post: (Randy Wootton)

 

I am pleased to announce that Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. More details here.

 

Blog:

 

Rocket Fuel to be acquired by Sizmek.

 

I’m very excited about Rocket Fuel becoming a part of Sizmek . This acquisition brings together two of the world’s most respected names in advertising technology to create the leading independent predictive marketing platform built for agencies and brands.

 

Sizmek is the world’s largest people-based creative optimization and data activation platform, and the world’s largest third-party omni-channel ad server. Rocket Fuel and Sizmek have a lot in common. Like us, they are a global company that operates in more than 70 countries servicing more than 20,000 advertisers and 3,700 agencies and serving over 2.3 trillion impressions each year. Like Rocket Fuel, Sizmek has an impressive heritage in the ad-tech industry going back more than decade. And like us they possess a bold and industry-leading vision for the future that I believe is very much like our own.

 

Plus, Sizmek is backed by Vector Capital, a well-respected technology-centric private equity fund with over $3.4B under management. Together with Sizmek and Vector, we will have the financial backing to accelerate our own growth and build out the definitive buy side tech stack in the industry.

 

The combination of Sizmek and Rocket Fuel brings together omni-channel creativity coupled with AI-enabled decisioning. With this integration, our agencies and their brands will gain access to a leading DSP and DMP, and a robust dynamic creative optimization platform and the world’s largest independent 3rd party ad server all under one roof.

 

Together, our self-service predictive marketing platform will help you to truly optimize your campaigns across your entire media plan. This new combination of technology and services is the next logical step in the marketing revolution.

 

Over the next few weeks we’ll be ironing out the details and I will share additional updates as things progress. In the meantime, for more information, read the press release.

 

Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (“Rocket Fuel”) by Sizmek Inc. (“Sizmek”), the capabilities of the combined company following the acquisition, and Rocket Fuel’s expectations for its Media Services business and second half financial results. Words such as “expect,” “believe,” “intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar words are also intended to identify forward-looking statements.

 



 

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, due to: uncertainties as to the timing of the tender offer and the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; the effects of disruption from the tender offer or acquisition on Rocket Fuel’s business; the fact that the announcement and pendency of the tender offer and acquisition may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the effects of disruption caused by the tender offer or acquisition making it more difficult to maintain relationships with employees, customers, vendors and other business partners; and the risk that stockholder litigation in connection with the tender offer or the acquisition may result in significant costs of defense, indemnification and liability.

 

Additional factors that could cause actual results to differ materially from those anticipated are under the caption “Risk Factors” in Rocket Fuel’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.

 

Important Additional Information and Where to Find It

 

In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc. (“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.

 


Exhibit 99.8

 

To: RED Team (red@

From: Randy Wootton

Subject: [Confidential RED Team Update] Sizmek and Rocket Fuel

Send On: Tuesday, July 17, 2017 @ 0501

 

Hello RED Team,

 

Last night, Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. This is a key milestone in the Rocket Fuel 2.0 journey. It will offer tremendous opportunities to be outside of the public eye to complete our transformation, start to generate growth and better position ourselves to take advantage of the opportunity that we all know exists. And now we get the chance to do it with a very strongly positioned partner who brings many complementary capabilities to the mix.

 

We have a robust communication plan in place that will kickoff this morning before the market opens with a press release at 5:00am PST/8:00am EST. That communication will be followed by a series of internal communications to our employees, updates to our homepage and social channels, and culminate with our company Town Hall at 9:30am PST/12:30pm EST.

 

Ahead of our Town Hall, we want to invite you to a RED Team pre-brief, which will be at 8:00am PST. Our goal is to arm you with the information you need to help us lead through this transition, answer any questions you may have and offer you time ahead of the broader Town Hall to process and prepare.

 

Attached, I’m sharing a copy of a FAQs document we’ve put together regarding this transaction. We’ll be sharing it with the broader Rocket Fuel team after the Town Hall,  but wanted to offer you time ahead to process and prepare.

 

We are excited and optimistic about what this next phase in our journey will bring. I look forward to our conversation tomorrow morning!

 

Onwards,

Randy

 

Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (“Rocket Fuel”) by Sizmek Inc. (“Sizmek”), the capabilities of the combined company following the acquisition, and Rocket Fuel’s expectations for its Media Services business and second half financial results. Words such as “expect,” “believe,” “intend,” “plan,” “goal,” “focus,” “anticipate,” and other similar words are also intended to identify forward-looking statements.

 

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, due to: uncertainties as to the timing of the tender offer and the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; the effects of disruption from the tender offer or acquisition on Rocket Fuel’s business; the fact that the announcement and pendency of the tender offer and acquisition may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the effects of disruption caused by the tender offer or acquisition making it more difficult to maintain relationships with employees, customers,

 



 

vendors and other business partners; and the risk that stockholder litigation in connection with the tender offer or the acquisition may result in significant costs of defense, indemnification and liability.

 

Additional factors that could cause actual results to differ materially from those anticipated are under the caption “Risk Factors” in Rocket Fuel’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.

 

Important Additional Information and Where to Find It

 

In connection with the proposed acquisition of Rocket Fuel Inc. (“Rocket Fuel”), Sizmek Inc. (“Sizmek”), through an affiliate, will commence a tender offer for all of the outstanding shares of Rocket Fuel. The tender offer has not commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Rocket Fuel. It is also not a substitute for the tender offer materials that Sizmek will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Sizmek will file tender offer materials on Schedule TO with the SEC, and Rocket Fuel will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY ROCKET FUEL’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement will be made available to Rocket Fuel’s stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Rocket Fuel’s stockholders by contacting Rocket Fuel at ir@rocketfuel.com or by phone at (650) 481-6082, or by visiting Rocket Fuel’s website (www.rocketfuel.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Rocket Fuel with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. ROCKET FUEL’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY SIZMEK OR ROCKET FUEL WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, SIZMEK AND ROCKET FUEL.