Rocket Fuel Inc.
Rocket Fuel Inc. (Form: SC TO-C, Received: 07/18/2017 17:16:37)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

ROCKET FUEL INC.

(Name of Subject Company (Issuer))

SIZMEK INC.

FUEL ACQUISITION CO.

(Name of Filing Persons (Offerors))

VECTOR CAPITAL IV, L.P.

(Name of Filing Persons (Others))

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

773111109

(CUSIP Number of Class of Securities)

Mark Grether

Sizmek Inc.

500 West Fifth Street, Suite 900

Austin, Texas 78701

(512) 469-5900

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

Copies to:

Jeffrey Golden

Joshua Zachariah

Kirkland & Ellis LLP

555 California Street, Suite 2700

San Francisco, California 94104

(415) 439-1400

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation   Amount of Filing Fee
Not applicable*   Not applicable*
 
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.


☐  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

Amount Previously Paid: N/A      Filing Party: N/A
Form of Registration No.: N/A      Date Filed: N/A

 

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ☒  Third-party tender offer subject to Rule 14d-1.
  ☐  Issuer tender offer subject to Rule 13e-4.
  ☐  Going-private transaction subject to Rule 13e-3.
  ☐  Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Sizmek Inc. (“Parent”) and Fuel Acquisition Co. (“Merger Sub”), a wholly-owned subsidiary of Parent, for all of the outstanding common stock of Rocket Fuel Inc. (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of July 17, 2017, by and among Parent, Purchaser and the Company.

The exhibits are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company’s common stock described in this filing has not commenced. At the time the offer is commenced, Parent and Merger Sub will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and the Company will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press Release of Parent dated July 18, 2017
99.2    Blog Post by Parent
99.3    Presentation Slides for All-Hands Meeting dated July 18, 2017
99.4    Frequently Asked Questions dated July 18, 2017
99.5   

Talking Points for Conversations with Clients dated July 18, 2017

99.6    Email to Employees of Parent
99.7    Email to Customers and Partners of Parent
99.8    Post All-Hands Meeting Email to Employees of Parent

Exhibit 99.1

 

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Sizmek to Acquire Rocket Fuel, Creating Industry’s First Predictive Omni-Channel Marketing Platform Serving Agencies and Brands

Deal values Rocket Fuel at approximately $145 million; Brings together marketing-centric AI and creative optimization to form an unparalleled data activation platform at global scale

New York, July 18, 2017 – Sizmek Inc ., the largest people-based creative optimization and data activation platform delivering impressions that inspire, today announced it has entered into a definitive acquisition agreement with Rocket Fuel Inc ., an industry leading predictive marketing platform that uses AI to anticipate optimal consumer response to messaging. Under the terms of the agreement, an affiliate of Sizmek, backed by Vector Capital, will commence a tender offer for all of the outstanding shares of Rocket Fuel common stock for $2.60 per share in cash, which represents an enterprise value for Rocket Fuel of approximately $145 million.

The acquisition brings together two of the world’s most respected names in advertising technology, to create 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.

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.

“The acquisition of Rocket Fuel brings omni-channel creativity and AI-enabled decisioning together under one roof, providing our clients with a self-service predictive marketing platform that optimizes campaigns across the entire media plan,” said Dr. Mark Grether, Executive Chairman of Sizmek. “This is the next logical step in marketing automation–media optimization and full creative optimization combined, bringing together the context and the creative for the optimal consumer experience. The result is advertising that is deeply personalized, highly intuitive, and AI-enabled for peak performance, redefining the boundaries of creative possibility and media execution.”

“By integrating with Sizmek, we’re effectively combining the powerful brand-building insights delivered via our Predictive Marketing Platform’s Decision Engine, with Sizmek’s creative optimization platform. This union creates one integrated, full-funnel solution to enable agencies and their brands address key performance objectives across paid, owned and earned media,” said Randy Wootton, Chief Executive Officer of Rocket Fuel. “This transaction accelerates our global expansion efforts in more than 70 countries, which empowers us to provide agencies and brands with more tools, exceptional service and support worldwide.”

Upon completion of the transaction, Rocket Fuel will become a privately-held company. The transaction, which is expected to close in the third quarter of 2017, is conditioned upon satisfaction of a minimum tender offer condition, regulatory approvals and other customary closing conditions. The Rocket Fuel board of directors unanimously approved the acquisition agreement. Stockholders holding approximately 24% of Rocket Fuel’s common stock have entered into a tender and support agreement with Sizmek pursuant to which such stockholders agreed to tender all of their shares into the tender offer. This agreement terminates if, among other things, the Rocket Fuel board of directors withdraws its recommendation in favor of the tender offer pursuant to the terms of the acquisition agreement.

Needham & Company, LLC is serving as financial advisor to Rocket Fuel. Wilson Sonsini Goodrich & Rosati, Professional Corporation is acting as Rocket Fuel’s legal advisor. Kirkland & Ellis LLP is acting as Sizmek’s legal advisor.

For more information, please visit www.sizmek.com.

About 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.

# # #

 

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About Rocket Fuel

Rocket Fuel Inc. 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, Calif., Rocket Fuel has more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol “FUEL.” Rocket Fuel, the Rocket Fuel logo, Moment Scoring, Advertising That Learns and Marketing That Learns are trademarks or registered trademarks of Rocket Fuel Inc. in the United States and other countries.

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 Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.

 

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Exhibit 99.2

 

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Sizmek Acquires Rocket Fuel, Redefines the boundaries of creative possibility and media execution

This morning we announced that Sizmek entered into a definitive agreement to acquire Rocket Fuel, a true leader in predictive marketing. The acquisition brings together two of the world’s most respected names in advertising technology, to create 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 for our valued partners and clients.

As you know, Sizmek is built on the belief that creating impressions that inspire is vital to building meaningful, long-lasting relationships with your customers. Our particular combination of technology, intelligence, creative solutions, and award-winning support empowers you to create advertising experiences that cultivate deeper relationships and drive campaign performance around the world.

We’re reinforcing our commitment to you by bringing together the best of both worlds—omni-channel creativity coupled with AI-enabled decisioning. With the integration, you’ll gain access to a leading DSP and DMP and the most robust dynamic creative optimization and ad serving capabilities all under one roof. Together, our self-service predictive marketing platform will help you to truly optimize your campaigns across the entire media plan.

This is the next logical step in marketing automation—media optimization and full creative optimization combined, bringing together the consumer, the context and the creative. The result: advertising that is deeply personalized, highly intuitive, and AI-enabled for peak performance, redefining the boundaries of creative possibility and media execution.

The deal is expected to close within the third quarter of 2017 (subject to the satisfaction of certain closing conditions), and we’ll be in touch shortly after to share how the combination of Sizmek and Rocket Fuel will serve to benefit agencies and brands.

The Rocket Fuel acquisition marks an exciting chapter, with a promise to you—with Sizmek, you create impressions that inspire and gain the power to connect with your audiences in ways you never thought possible, which in turn, produces extraordinary results.

Best,

Mark Grether

Executive Chairman

Cautions Regarding Forward-Looking Statements

This communication 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.

 

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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 communication, and Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.

 

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Exhibit 99.3
Introduction
Mark Grether 2017.07.18


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Cautions Regarding Forward-Looking Statements
This presentation 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 presentation, and Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.
2


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About
Mark Grether


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About Mark Grether


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A Market Perspective


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Current Status of the Ecosystem


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Evolution of Our Industry


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Sizmek
Overview


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Who we are
Largest people-based creative optimization platform
Headquartered in New York, NY    
Over 900 Employees in
26 offices world-wide
Servicing over 20,000 brands
20,000 publishers
4,000 media agencies and creative agencies
Backed by PE firm Vector Capital


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Sizmek:
Impressions That Inspire


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Product
Vision


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How We Mix Data Activation, Creative
Optimization, and Media Execution at Global Scale


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AI-Powered Decisioning is the Key to Owning the Client


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Thank You

Exhibit 99.4

 

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Sizmek to Acquire Rocket Fuel – FAQ – Sizmek Employees

Internal-Use Only

Background

On July 18, 2017, Sizmek announced that we have entered into a definitive acquisition agreement with Rocket Fuel , an industry leading predictive marketing platform that uses AI to anticipate optimal consumer response to messaging. Under the terms of the agreement, Sizmek, backed by Vector Capital, will acquire all outstanding shares of Rocket Fuel common stock for $2.60 per share in an all-cash tender offer, or an enterprise value of approximately $145 million. The acquisition brings together two of the world’s most respected names in advertising technology, to create 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.

Who is Rocket Fuel?

Rocket Fuel is a predictive marketing software company that uses artificial intelligence to empower agencies and brands 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.” They have a unified 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.

What are the deal terms?

Under the terms of the Agreement, Sizmek, backed by 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 by the 3rd quarter of 2017, is conditioned upon, among other things, satisfaction of a minimum tender condition, regulatory approvals and other customary closing 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.

Strategy

Why did Sizmek enter into a definitive agreement to acquire Rocket Fuel?

Rocket Fuel is a household name in our industry and well-known around the globe. They have a unified DMP and self-service DSP, built on the foundation of AI. In fact, Rocket Fuel’s DSP was recently ranked a top leader in Forrester’s Omnichannel Demand Side Platform, Q2 2017 report. In addition, Rocket Fuel has the third largest Hadoop data infrastructure in the world that will enable us to better scale our data business with their leading machine-learning engineering talent based in Silicon Valley. We were also drawn to their talented global sales and customer success organization.

What was 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:

 

    Significant growth opportunities: Programmatic advertising continues to grow significantly, and will grow further due to TV dollars shifting into digital. We will be well-positioned to gain a significant market share growth potential.

 

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    A strategic position: Adding Rocket Fuel’s DSP and DMP to Sizmek enables us to build a comprehensive buy-side stack.

 

    Revenue synergies: An opportunity to both cross-sell into Sizmek’s international customer base, mid-sized agency and top advertiser accounts, and gain access to Rocket Fuel’s clients.

 

    True global scale: The acquisition combines Rocket Fuel’s multi-national 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.

When will the acquisition be completed?

We are aiming for the transaction to be completed by the third quarter of 2017. Before the deal can close, a variety of customary closing conditions must be met, including at least a majority of the shares of Rocket Fuel’s common stock are tendered into the offer.

How will the products be integrated to better serve customers?

For both Sizmek and Rocket Fuel clients, we’ll be able to offer a full stack solution on a global scale that’s more efficient and effective in truly optimizing campaigns. We will integrate Sizmek’s ad serving and data capabilities with Rocket Fuel’s DSP and DMP to create this full stack. The acquisition of Rocket Fuel brings omni-channel creativity and AI-enabled decisioning together under one roof, providing our clients with a self-service predictive marketing platform that optimizes campaigns across the entire media plan. This is the next logical step in marketing automation–media optimization and full creative optimization combined, bringing together the context and the creative for the optimal consumer experience. The result is advertising that is deeply personalized, highly intuitive, and AI-enabled for peak performance, redefining the boundaries of creative possibility and media execution.

For Sizmek clients specifically, they 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 broader DCO and DSP combination, a Peer39 integration into a leading DSP, and scale our Vantage business.

For Rocket Fuel clients, Sizmek already has a 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 our product roadmap?

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

We are continuing with our goal to upgrade 80% of our clients to Sizmek Advertising Suite by end of year.

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.

Who is managing the integration of Rocket Fuel into Sizmek?

Business will remain as usual until organizations are combined. We are forming an integration team to work on the integration planning.

 

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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 Rock 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 itself in the fragmented adtech ecosystem, particularly in the data and programmatic realm on the buy-side.

Personnel

How many employees does Rocket Fuel have?

Rocket Fuel has approximately 850 employees in 23 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 operations units but also helps us grow to a truly global product and engineering team.

We will use the next several weeks to start planning what a new combined entity will look like after we close.

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

Where it makes sense, we will consolidate facilities as appropriate. Between now and the close of this transaction, we will research our options and decide based on future hiring and location of our clients. 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, CEO of Rocket Fuel, are starting the work to plan out the details of our integration that will be finalized upon the completion of the deal.

Customer

What are the benefits for our customers?

Sizmek is built on the belief that creating impressions that inspire is vital for agencies and brands to build meaningful, long-lasting relationships with their customers. We’re reinforcing our commitment to our clients by bringing together the best of both worlds—omni-channel creativity coupled with AI-enabled decisioning. With the integration, our clients will gain access to a leading DSP and DMP and the most robust dynamic creative optimization and ad serving capabilities all under one roof. This is the next logical step in marketing automation – media optimization and full creative optimization combined, bringing together the context and the creative for the optimal consumer experience. The result is advertising that is deeply personalized, highly intuitive, and AI-enabled for peak performance, redefining the boundaries of creative possibility and media execution.

 

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Are there any common customers?

Yes, there are common customers, which is a great opportunity to cross-sell our upcoming full stack platform and complementary offerings.

How does this deal improve our overall competitiveness?

It will position us very well in the market as we’ll have a full stack platform for agencies and brands. The media plan is complex, and while Google and Facebook may make up a portion of the media, in order to successfully engage with consumers around a wide variety of content and platforms, agencies and brands need a holistic and independent predictive marketing platform that spans the media plan. That’s where we come in—our predictive marketing platform will optimize across different inventory providers including Google and Facebook.

Will our clients be notified?

Yes, both Sizmek and Rocket Fuel sent emails to their global distribution lists after the announcement went live. 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.

Next Steps

What happens now?

The transaction, which is expected to close by the third quarter of 2017, is conditioned upon satisfaction of a minimum tender offer condition, regulatory approvals and other customary closing conditions. Until the deal closes it is business as usual for all of us and we will continue to operate as two separate companies. The most important thing right now is for us to stay focused at exceeding our Q3 goals.

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

If you have any additional questions please contact growth@sizmek.com.

Cautions Regarding Forward-Looking Statements

This communication 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.

 

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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 communication, and Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.

 

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Exhibit 99.5

 

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Sizmek to Acquire Rocket Fuel—Talking Points for Conversations with Clients

We know your clients and even some prospects will have questions about our definitive acquisition agreement with Rocket Fuel. To help guide your conversations, we’ve created this document with key talking points. We’ll continue to update you with more information that you can share when the deal closes. If you have any other questions in the interim, please reach out to growth@sizmek.com.

Background

On July 18, 2017, Sizmek , the largest people-based creative optimization and data activation platform delivering impressions that inspire, announced it has entered into a definitive acquisition agreement with Rocket Fuel , an industry leading predictive marketing platform that uses AI to anticipate optimal consumer response to messaging. Under the terms of the agreement, Sizmek, backed by Vector Capital, will acquire all outstanding shares of Rocket Fuel common stock for $2.60 per share in an all-cash tender offer worth approximately $145 million in enterprise value. The acquisition 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.

Who is 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.” They have a unified 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.

Why has Sizmek entered into a definitive acquisition agreement with Rocket Fuel?

Rocket Fuel is a household name in our industry and well-known around the globe. They have a unified DMP and self-service DSP, built on the foundation of AI. In fact, Rocket Fuel’s DSP was recently ranked a top leader in Forrester’s Omnichannel Demand Side Platform, Q2 2017 report. In addition, Rocket Fuel has the third largest Hadoop data infrastructure in the world that will enable us to better scale our data business with their leading machine-learning engineering talent based in Silicon Valley. We were also drawn to their talented global sales and customer success organization.

What is the benefit for clients?

Sizmek is built on the belief that creating impressions that inspire is vital for agencies and brands to build meaningful, long-lasting relationships with their customers. We’re reinforcing our commitment to our clients by bringing together the best of both worlds—omni-channel creativity coupled with AI-enabled decisioning. With the integration, our clients will gain access to a leading DSP and DMP and the most robust dynamic creative optimization and ad serving capabilities all under one roof. This is the next logical step in marketing automation – media optimization and full creative optimization combined, bringing together the context and the creative for the optimal consumer experience. The result is advertising that is deeply personalized, highly intuitive, and AI-enabled for peak performance, redefining the boundaries of creative possibility and media execution.

How do I get started with your combined offerings?

We’ll be in touch as soon as the deal is closed and we have more information to share regarding next steps.

 

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When is the deal expected to close?

The transaction, which is expected to close by the third quarter of 2017, is subject to satisfaction of a minimum tender offer condition, regulatory approvals and other customary closing conditions. In the meantime, business will remain as usual.

Who can clients reach out to with any additional questions?

If you have any additional questions, please reach out to your sales representative or growth@sizmek.com.

Cautions Regarding Forward-Looking Statements

This communication 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 communication, and Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.

 

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

Exhibit 99.6

 

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From: Mark Grether

To: AllSizmek.Company@sizmek.com

Subject line: Sizmek to Acquire Rocket Fuel

Hi team,

We just announced that Sizmek entered into a definitive agreement to acquire Rocket Fuel , an industry leading predictive marketing platform. The deal values Rocket Fuel at approximately $145 million and brings together two of the world’s most respected names in advertising technology.

This is an incredible milestone for us—together we create 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 for our clients.

I’m extremely excited about the potential this unlocks for us moving forward. I know you must have a lot of questions, and I’d like to provide you with answers as well as thoughts on the strategic rationale behind the deal. As such, I’ll be holding an all-hands company meeting at 10:30am EST today . Invite to follow shortly.

In the interim, I’d like to share the high-level of why we entered into this agreement, what the benefits are, and next steps. I ask that you take a moment to familiarize yourself with the main points of our narrative below. It’s imperative that each and everyone of us knows our story when speaking to clients, prospects, and others in our industry:

 

  1. Why we entered into a definitive agreement to acquire Rocket Fuel: Rocket Fuel is a household name in our industry and well-known around the globe. They have a unified DMP and self-service DSP, built on the foundation of AI. In fact, Rocket Fuel’s DSP was recently ranked a top leader in Forrester’s Omnichannel Demand Side Platform, Q2 2017 report. In addition, Rocket Fuel has the third largest Hadoop data infrastructure in the world that will enable us to better scale our data business with their leading machine-learning engineering talent based in Silicon Valley. We were also drawn to their talented global sales and customer success organization.

 

  2. What would be the benefit of acquiring Rocket Fuel: Sizmek is built on the belief that creating impressions that inspire is vital for agencies and brands to build meaningful, long-lasting relationships with their customers. We’re reinforcing our commitment to our clients by bringing together the best of both worlds—omni-channel creativity coupled with AI-enabled decisioning. With the integration, our clients will gain access to a leading DSP and DMP and the most robust dynamic creative optimization and ad serving capabilities all under one roof. This is the next logical step in marketing automation – media optimization and full creative optimization combined, bringing together the context and the creative for the optimal consumer experience. The result is advertising that is deeply personalized, highly intuitive, and AI-enabled for peak performance, redefining the boundaries of creative possibility and media execution.

 

  3. How do we move forward: The transaction, which is expected to close by the third quarter of 2017, is conditioned upon satisfaction of a minimum tender offer, regulatory approvals and other customary closing conditions. More materials to follow shortly to help you guide any external conversations. Until the deal closes we will continue to operate as two separate companies. The most important thing right now is for us to stay focused at exceeding our Q3 goals.

The anticipated Rocket Fuel acquisition marks an exciting chapter for all of us at Sizmek and I look forward to speaking more about it with you shortly.

Best,

Mark

 

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Cautions Regarding Forward-Looking Statements

This communication 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 communication, and Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.

 

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

Exhibit 99.7

 

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From: Mark Grether

Subject line: Sizmek to Acquire Rocket Fuel

I’m excited to announce Sizmek entered into a definitive agreement to acquire Rocket Fuel, a true leader in predictive marketing. The acquisition brings together two of the world’s most respected names in advertising technology, to create 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 for our valued partners and clients.

As you know, Sizmek is built on the belief that creating impressions that inspire is vital to building meaningful, long-lasting relationships with your customers. Our particular combination of technology, intelligence, creative solutions, and award-winning support empowers you to create advertising experiences that cultivate deeper relationships and drive campaign performance around the world.

We’re reinforcing our commitment to you by bringing together the best of both worlds—omni-channel creativity coupled with AI-enabled decisioning. With the integration, you’ll gain access to a leading DSP and DMP and the most robust dynamic creative optimization and ad serving capabilities all under one roof. Together, our self-service predictive marketing platform will help you to truly optimize your campaigns across the entire media plan. This is the next logical step in marketing automation—media optimization and full creative optimization combined, bringing together the consumer, the context and the creative. The result: advertising that is deeply personalized, highly intuitive, and AI-enabled for peak performance, redefining the boundaries of creative possibility and media execution.

The deal is expected to close within the third quarter of 2017, and we’ll be in touch shortly after to share how the combination of Sizmek and Rocket Fuel will benefit you. In the meantime, if you have any questions, comments, or concerns, please reach out to growth@sizmek.com .

The Rocket Fuel acquisition marks an exciting chapter in our relationship, with a promise to you—with Sizmek, you create impressions that inspire and gain the power to connect with your audiences in ways you never thought possible, which in turn, produces extraordinary results.

Best,

Mark Grether

Executive Chairman

Cautions Regarding Forward-Looking Statements

This communication 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 semail econd 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

 

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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 communication, and Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.

 

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

Exhibit 99.8

 

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From: Mark Grether

To: AllSizmek.Company@sizmek.com

Subject line: Sizmek to Acquire Rocket Fuel: Valuable Resources for You

Body:

Hi everyone,

I strongly encourage you to join the all-hands company meeting at 10:30am EST today. It will provide you with a better understanding of why we’re entered into a definitive acquisition agreement with Rocket Fuel, along with the benefits for both us and our clients.

In the interim, I’d like to ensure you are equipped with the right resources to help address your questions as well as guide you in your external conversations.

You can find an Internal-Only FAQ (not to be shared with clients or others outside of Sizmek) on Source here. For anyone who was unable to attend the all-hands meeting, this will cover the key points. If you have additional questions, please reach out to your department head or growth@sizmek.com.

We also know your clients and even some prospects will have questions about our definitive acquisition agreement with Rocket Fuel. To help guide your discussions, we’ve created talking points for conversations with your clients . Please review before speaking to any external party to ensure you are using the right language, and to minimize any legal risk associated with sharing the wrong information. We’ll continue to update you with more information that you can share when the deal closes.

The Rocket Fuel acquisition marks great, new opportunities for us, and hope you are excited as I am. While we wait for the deal to close, let’s continue to work hard to exceed our Q3 revenue goals, have fun, and of course deliver impressions that inspire for our clients.

Thanks,

Mark

Cautions Regarding Forward-Looking Statements

This communication 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.

 

 

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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 communication, and Sizmek expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein 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, 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 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.

 

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