Item 7.01
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Regulation FD Disclosure
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On July 2, 2018, Acxiom Corporation (the
Company or Acxiom) entered into a Membership Interest Purchase Agreement, by and among the Company, The Interpublic Group of Companies, Inc., LiveRamp, Inc., a wholly owned subsidiary of the Company and Acxiom Holdings, Inc.,
a wholly owned subsidiary of the Company (the Purchase Agreement).
On July 2, 2018, in connection with the announcement
of the Purchase Agreement, the Company will hold a conference call available to investors and the public. A presentation (the Investor Presentation) for reference during such call is furnished as Exhibit 99.2 hereto and is incorporated
herein by reference.
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.
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 SECs 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 Acxioms directors and executive officers is also included in Acxioms 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.