Additional Proxy Soliciting Materials (definitive) (defa14a)
July 03 2018 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 3, 2018 (July 2, 2018)
ACXIOM
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-13163
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71-0581897
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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301 E. Dave Ward Drive
Conway, AR 72032
(Address
of principal executive offices, including zip code)
(501)
342-1000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this
chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01
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Entry into a Material Definitive Agreement
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Membership Interest Purchase
Agreement; Contribution Agreement; and Related Transactions
As previously announced, on July 2, 2018, Acxiom Corporation (the
Company
) entered into a Membership Interest Purchase Agreement (the
Purchase Agreement
) with The Interpublic Group of Companies, Inc. (the
IPG
), LiveRamp, Inc., a wholly owned subsidiary of
the Company (
LiveRamp
), and Acxiom Holdings, Inc. (
Holdco
), a newly formed wholly owned subsidiary of the Company. Upon satisfaction of the terms and subject to the conditions set forth in the Purchase
Agreement, IPG will acquire the Companys Acxiom Marketing Solutions business (the
AMS Business
), for $2.3 billion in cash, subject to customary closing adjustments (the
AMS Sale
). Following the AMS
Sale, a successor to the Company will continue to operate the Companys LiveRamp business, an identity technology provider (the
LiveRamp Business
).
As contemplated by the Purchase Agreement, the AMS Sale will occur following a series of internal transactions. As part of these internal
transactions, the Company will engage in a holding company merger (the
Holdco Merger
), pursuant to which Holdco will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdco. As a result
of the Holdco Merger, each issued and outstanding share of Company common stock will convert into one share of Holdco common stock. Following the Holdco Merger, the Company will convert into a limited liability company organized under the laws of
the State of Delaware (the
LLC Conversion
and, together with the Holdco Merger, the
Reorganization
). As further contemplated by the Purchase Agreement, the Company has concurrently entered into a Master
Contribution and Assumption Agreement (the
Contribution Agreement
), among the Company, LiveRamp and Holdco. Pursuant to the Contribution Agreement, the Company and its subsidiaries will undergo a series of transactions (the
Separation
) that, once completed together with the Reorganization, will result in Holdco owning LiveRamp and the Company as direct subsidiaries, with LiveRamp holding the LiveRamp Business and the Company holding the AMS Business.
Following this Reorganization and Separation, upon satisfaction of the terms and subject to the conditions set forth in the Purchase Agreement, the AMS Sale will be consummated through the sale of the membership interests in the Company owned by
Holdco to IPG. Following the AMS Sale, the Company will transfer the Acxiom brand name and associated trademarks to IPG, and Holdco will rebrand its business under the LiveRamp name and trade under the ticker symbol
RAMP.
The consummation of the AMS Sale, which is currently expected to occur in the Companys third fiscal quarter,
which ends December 31, 2018, is conditioned upon, among other things, (i) approval of the Companys shareholders, (ii) expiration or termination of applicable waiting periods under the Hart Scott Rodino Act and the German Act
Against Restraints of Competition, (iii) completion of the Reorganization and Separation, (iv) compliance by each party of their respective covenants in all material respects and (v) accuracy of each partys respective
representations, subject to materiality thresholds. The closing of the AMS Sale will occur on the first business day of the calendar month on or immediately following the third business day following the satisfaction or
waiver of each of the conditions to closing. The transaction is not subject to a financing condition.
The Purchase Agreement also
provides for certain termination rights for both the Company and IPG. Upon termination of the Purchase Agreement under specified circumstances, including if the Company terminates the Purchase Agreement to enter into an acquisition agreement with
respect to the entire Company (including substantially all of the LiveRamp Business), the Company will be required to pay IPG a termination fee of $86.25 million or, in certain circumstances, up to $15 million of expenses (which is
creditable toward the termination fee).
The foregoing descriptions of the Purchase Agreement and the Contribution Agreement and the
transactions contemplated thereby do not purport to be complete and are subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement and the Contribution Agreement, which are attached as Exhibit 2.1 and Exhibit
2.2, respectively, and are incorporated herein by reference. The Purchase Agreement contains representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect
negotiations between the parties and are not intended as statements of fact to be relied upon by the Companys stockholders or any other person or entity other than the parties to the Purchase Agreement and, in certain cases, represent
allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made between the parties in connection with the negotiation of the Purchase Agreement (which disclosures are not reflected in the
Purchase Agreement itself, may not be true as of any date other than the date made, or may apply standards of materiality in a way that is different from what may be viewed as material by stockholders). Accordingly, the representations and
warranties may not describe the actual state of affairs at the date they were made or at any other time, and stockholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement.
Item 3.03
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Material Modification to Rights of Security Holders
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See the description set
forth under Item 1.01Entry into a Material Definitive Agreement, which is incorporated by reference into this Item 3.03.
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 filing 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.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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2.1*
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Membership Interest Purchase Agreement, dated as of July 2, 2018, by and among Acxiom Corporation, The Interpublic Group of Companies, Inc., LiveRamp, Inc., and Acxiom Holdings, Inc.
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2.2*
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Master Contribution and Assumption Agreement, dated as of July 2, 2018, among Acxiom Corporation, LiveRamp, Inc. and Acxiom Holdings, Inc.
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Certain schedules and exhibits to this agreement have been have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.
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.
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ACXIOM CORPORATION
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By:
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/s/ Jerry C. Jones
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Jerry C. Jones
Chief Ethics and Legal Officer,
Executive Vice President
and Assistant Secretary
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Date: July 3, 2018
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