The Combination of IPG and AMS Creates Industry
Powerhouse for Data-Driven Marketing Solutions
Acxiom to Return up to an Additional $1 Billion
to Shareholders
Proceeds to Fund Further Growth and
Innovation
Acxiom® (Nasdaq: ACXM), the data foundation for the world's
best marketers, today announced that it has entered into a
definitive agreement to sell its Acxiom Marketing Solutions
business (AMS) to Interpublic Group (IPG), one of the world's
leading organizations of advertising agencies and marketing
services companies, for $2.3 billion in cash. The transaction was
unanimously approved by Acxiom's Board of Directors and is expected
to close by the end of calendar 2018.
Upon closing, the Company expects to realize approximately $1.7
billion in net cash proceeds, after taxes and fees. Consistent with
its past capital allocation philosophy, Acxiom will continue its
practice of executing a balanced approach to capital deployment.
Specifically, the Company will continue to focus its capital on
investing in growth opportunities and innovation, making strategic
acquisitions and, at the same time, returning capital to
shareholders.
Following the completion of the transaction, the Company intends
to:
- Retire its existing $230 million debt
balance, resulting in a debt-free balance sheet;
- Initiate a $500 million cash tender
offer for its common stock;
- Increase its outstanding share
repurchase authorization by up to $500 million, and extend the
duration of the program to December 31, 2020;
- Use the remainder of the proceeds to
fund its growth initiatives, strategic acquisition opportunities
and meet its ongoing cash needs;
- Transfer the Acxiom brand name and
associated trademarks to IPG; and
- Rename the Company LiveRamp and,
shortly thereafter, begin trading its common stock under the new
ticker symbol “RAMP”.
CEO Scott Howe and CFO Warren Jenson will remain in their
current roles at the Company, which will be headquartered in San
Francisco, California.
“This transaction is a great outcome for both Acxiom and our AMS
business unit,” said CEO Scott Howe. “Acxiom Marketing Solutions is
a strong business with deep expertise in data-driven marketing,
talented associates and an exceptional client roster. After careful
consideration of a variety of options and potential partners, it
became clear that a sale of AMS to IPG, with its vast scale and
breadth of complementary services, represented the best possible
path forward for our clients and associates.”
“The successful completion of this transaction represents yet
another milestone in the Company’s transformation,” added CFO
Warren Jenson. “This deal returns significant capital to
shareholders, and at the same time, allows us to invest in
LiveRamp’s industry-leading capabilities, technology and market
opportunities.”
Acxiom explored a wide range of strategic options to maximize
the value of AMS and enable clients to benefit from a broader set
of offerings. After conducting a thorough and competitive process,
the Company considered multiple proposals and concluded that a sale
of AMS to IPG is in the best interest of clients, associates and
shareholders for the following reasons:
- The all-cash transaction unlocks
immediate value for Acxiom shareholders and enables Acxiom to
return capital through an accelerated and expanded ongoing share
repurchase program;
- The Company gains greater financial
flexibility to further fund its organic growth opportunities and
potential acquisitions and partnerships; and
- The transaction marks the expansion of
an already strong relationship that exists between IPG and
LiveRamp.
The terms and conditions of the additional repurchase
authorization are subject to Acxiom’s previously disclosed share
repurchase program, which may be suspended, discontinued or resumed
at any time.
“In a world where everything is becoming data-driven, Acxiom
Marketing Solutions offers the deepest set of capabilities for
helping companies navigate the complexity of creating personalized
brand experiences across every consumer touchpoint,” said IPG
Chairman and CEO Michael Roth. “The powerful combination of IPG and
Acxiom Marketing Solutions is a game changer for the industry, and
we believe it will drive meaningful value for both our clients and
shareholders. Over the last year of working closely with AMS to
power our AMP data platform, we’ve seen that our cultures are a
great fit, and we are very excited to welcome them to IPG.”
Transaction Details
The $2.3 billion all-cash transaction is subject to standard
regulatory review, Acxiom shareholder approval and other customary
closing conditions. In addition:
- As required regulatory approvals are
being sought and received, Acxiom intends to solicit shareholder
approval for the transaction;
- Once shareholder approval has been
received and closing has occurred, the Company expects to report
the results of the AMS segment as discontinued operations; and
- The transaction is expected to close in
Acxiom’s third fiscal quarter, which ends December 31, 2018.
Evercore and Morgan Stanley are serving as financial advisors to
Acxiom, and Wilson Sonsini Goodrich & Rosati is acting as legal
advisor.
Conference Call
Acxiom will hold a conference call at 3:45 p.m. CT today to
further discuss the transaction. The conference call will be
webcast live on the Company’s website investors.acxiom.com and will
be available for replay. The conference call is also accessible via
telephone by dialing (866) 393-4306 or (734) 385-2616 for
international callers and using Conference ID code 7156197.
A slide presentation will be referenced during the call and can
be accessed here.
About Acxiom
Acxiom provides the data foundation for the world’s best
marketers. We enable people-based marketing everywhere through a
simple, open approach to connecting systems and data that drives
seamless customer experiences and higher ROI. A leader in identity
and ethical data use for nearly 50 years, Acxiom helps thousands of
clients and partners around the globe work together to create a
world where all marketing is relevant. Acxiom is a registered
trademark of Acxiom Corporation. For more information, visit
Acxiom.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements generally relate to future
events, including the timing of the proposed transaction and other
information related to the proposed transaction. In some cases, you
can identify forward-looking statements because they contain words
such as "may," "will," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential" or "continue" or
the negative of these words or other similar terms or expressions
that concern the proposed transaction and our expectations,
strategy, plans or intentions regarding it. Forward-looking
statements in this communication include, but are not limited to,
(i) our expectations regarding the timing, completion and expected
benefits of the proposed transaction, (ii) our plans, objectives
and intentions with respect to our future operations, our customers
and our market, and (iii) the expected impact of the proposed
transaction on our business. Our expectations and beliefs regarding
these matters may not materialize, and actual results in future
periods are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. These
risks include the risk that the transaction may not be completed in
a timely manner or at all; the effect of the announcement or
pendency of the transaction on our business relationships, results
of operations and business generally; risks that the proposed
transaction disrupts current plans and operations; and general
market, political, economic and business conditions. The
forward-looking statements contained in this communication are also
subject to other risks and uncertainties, including those more
fully described in our filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K for the period
ended March 31, 2018. The forward-looking statements in this
communication are based on information available to Acxiom as of
the date hereof.
We undertake no obligation to update the information contained
in this press release or any other forward-looking statement.
To automatically receive Acxiom Corporation financial news by
email, please visit www.acxiom.com and subscribe to email
alerts.
Additional Information and Where to Find It
Acxiom will file relevant materials with the Securities and
Exchange Commission (the “SEC”) in connection with the proposed
transaction, including a proxy statement on Schedule 14A. Under the
proposed terms, promptly after filing its proxy statement with the
SEC, Acxiom will mail or otherwise make available the proxy
statement and a proxy card to each stockholder entitled to vote at
the annual meeting relating to the proposed transaction. ACXIOM
STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN RESPECT OF
THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THOSE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Acxiom
stockholders and other investors may obtain free copies of the
proxy statement and other relevant materials in connection with the
proposed transaction (when they become available), along with other
documents filed by Acxiom with the SEC, at the SEC’s website
(http://www.sec.gov).
The directors and executive officers of Acxiom may be deemed to
be participants in the solicitation of proxies from the
stockholders of Acxiom in connection with the proposed transaction.
Information regarding the interests of these directors and
executive officers in the transaction described herein will be
included in the proxy statement described above. Additional
information regarding Acxiom’s directors and executive officers is
also included in Acxiom’s proxy statement for its 2017 Annual
Meeting of Stockholders, which was filed with the SEC on June 29,
2017. These documents are available free of charge as described in
the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20180702005978/en/
Acxiom Investor RelationsLauren Dillard,
650-372-2242investor.relations@acxiom.comorAcxiom Public
RelationsMeggan Powers, 650-356-3427meggan.powers@acxiom.comGACXM
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