LiveRamp to be Acquired by Permira for $1.1 Billion

TL;DR

LiveRamp going private! Permira buying for $1.1B ($55/share). Deal closes Q4.

AI Summary

LiveRamp Holdings, Inc. announced on August 13, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Permira. The transaction is valued at approximately $1.1 billion, or $55.00 per share in cash. The acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by a private equity firm suggests a potential shift in LiveRamp's strategic direction and could impact its public market performance and investor base.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, and there's always a risk of regulatory hurdles or financing issues in large M&A transactions.

Key Numbers

• $1.1B — Transaction Value (Total amount Permira is paying for LiveRamp.)
• $55.00 — Price Per Share (Cash amount each shareholder will receive.)

Key Players & Entities

• LiveRamp Holdings, Inc. (company) — Company being acquired
• Permira (company) — Acquiring entity
• $1.1 billion (dollar_amount) — Total transaction value
• $55.00 (dollar_amount) — Price per share
• August 13, 2024 (date) — Date of definitive agreement
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Filing Documents

• tm2421918d1_8k.htm (8-K) — 52KB
• tm2421918d1_ex3-1.htm (EX-3.1) — 56KB
• tm2421918d1_ex10-1.htm (EX-10.1) — 134KB
• 0001104659-24-090501.txt ( ) — 460KB
• ramp-20240813.xsd (EX-101.SCH) — 3KB
• ramp-20240813_lab.xml (EX-101.LAB) — 33KB
• ramp-20240813_pre.xml (EX-101.PRE) — 22KB
• tm2421918d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As noted in Item 5.07 below, at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of LiveRamp Holdings, Inc. (the "Company"), the Company's shareholders approved the amendment and restatement of the Company's Amended and Restated 2005 Equity Compensation Plan (as amended and restated, the "2005 Plan") to increase the number of shares available under the 2005 Plan by 2,500,000. A summary of the material terms of the 2005 Plan, as amended and restated, is set forth on pages 17 through 28 of the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the "SEC") on June 28, 2024 (the "Proxy Statement"), as supplemented by the Company's Definitive Additional Materials on Schedule 14A filed with the SEC on July 8, 2024 and July 11, 2024. The summary and the foregoing description of the 2005 Plan are qualified in their entirety by reference to the text of the 2005 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on August 13, 2024, at 11:30 a.m. PDT via the Internet at www.virtualshareholdermeeting.com/RAMP2024 . The Company's shareholders voted on five proposals, and the final voting results for each of the proposals are described below. 1. Election of Directors . John L. Battelle, Omar Tawakol and Debora B. Tomlin were elected to the Company's board of directors (the "Board") for three-year terms expiring at the 2027 Annual Meeting of Shareholders by the following votes: Name Votes For Votes Against Votes Abstained Broker Non-Votes John L. Battelle 48,998,321 6,782,216 20,490 5,718,152 Omar Tawakol 54,855,184 923,557 22,286 5,718,152 Debora B. Tomlin 54,728,835 1,051,789 20,403 5,718,152 2. Proposal to Increase the Number of Shares Available for Issuance under the 2005 Plan . The shareholders approved an increase of 2,500,000 shares in the number of shares available for issuance under the 2005 Plan by the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 38,394,213 17,206,335 200,479 5,718,152 3. Proposal to Amend the Company's Certificate of Incorporation to Limit the Liability of Certain Officers of the Company . The shareholders approved the amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company by the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 51,331,328 4,444,386 25,313 5,718,152 On August 14, 2024, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation incorporating the approved amendment, at which point the amendment became effective. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1. 4. Advisory Vote to Approve Named Executive Officer Compensation . The shareholders approved, o

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation, as filed on August 14, 2024 10.1 Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. 104 Cover Page Interactive Data File

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIVERAMP HOLDINGS, INC. By: /s/ Jerry C. Jones Jerry C. Jones EVP, Chief Ethics and Legal Officer and Secretary Date: August 16, 2024

View Full Filing

View this 8-K filing on SEC EDGAR