Offer To Purchase All Outstanding Shares of Common Stock of TUBEMOGUL, INC. at $14.00 Per Share, Net in Cash by TIGER ACQUISITION CORPORATION a subsidiary of ADOBE SYSTEMS INCORPORATED THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST...Merger Agreement • November 18th, 2016 • Adobe Systems Inc • Services-prepackaged software
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of November 10, 2016 (as it may be amended from time to time, the "Merger Agreement"), by and among TubeMogul, Adobe and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into TubeMogul pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), upon the terms and subject to the conditions set forth in the Merger Agreement, with TubeMogul continuing as the surviving corporation (the "Surviving Corporation") and becoming a wholly-owned subsidiary of Adobe (the "Merger"). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (i) Shares held in the treasury of TubeMogul and Shares owned by Purchaser, Adobe or any wholly-owned subsidiary of Adobe or of TubeMogul immediately prior to the E
