Adobe (ADBE) announced it has entered into a definitive agreement to acquire TubeMogul (TUBE) for approximately $540M net of debt and cash.

Under the terms of the agreement, Adobe will commence a cash tender offer to acquire all of the outstanding common stock of TubeMogul for $14 per share.

TubeMogul is a leader in video advertising, with a single platform that enables brands and agencies to plan and buy video advertising across desktops, mobile, streaming devices and TVs. Adobe Marketing Cloud is the world's most comprehensive and integrated solution for delivering exceptional digital experiences. Adobe's acquisition of TubeMogul will create the first end-to-end independent advertising and data management solution that spans TV and digital formats, simplifying what has been a complex and fragmented process for the world's biggest brands. The transaction, which is expected to close during the first quarter of Adobe's 2017 fiscal year, is subject to customary closing conditions.

The potential financial impact to Adobe of this transaction is not reflected in financial targets previously provided by Adobe. Until the transaction closes, each company will continue to operate independently. Assuming the completion of the transaction, Adobe believes the acquisition of TubeMogul will be neutral to Adobe's non-GAAP earnings in fiscal year 2017. Due to the absence at this time of certain acquisition-related cost estimates and purchase price accounting, Adobe is currently unable to provide an estimated impact on future GAAP earnings. TubeMogul CEO Brett Wilson will continue to lead the TubeMogul team as part of Adobe's Digital Marketing business.