Item 1.01.
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Entry into a Material Definitive Agreement.
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Agreement and Plan of Merger; Related Transactions
On September 20, 2018, Acxiom Corporation, a Delaware corporation and existing NASDAQ-listed registrant (the Predecessor
Company), obtained stockholder approval for a holding company merger. Upon stockholder approval, the Predecessor Company executed an Agreement and Plan of Merger (Merger Agreement) with Acxiom Holdings, Inc., a Delaware corporation
(the Successor Company) wholly owned by the Predecessor Company, and High Garden Merger Sub, Inc., a Delaware corporation wholly owned by the Successor Company (Merger Sub). As previously disclosed by the Predecessor Company,
pursuant to the Merger Agreement, Merger Sub merged (the Merger) with and into the Predecessor Company with the Predecessor Company surviving. As a result of the Merger, the Predecessor Company is now a wholly owned subsidiary of the
Successor Company. As a result of the Merger, neither the business conducted by the Successor Company and the Predecessor Company in the aggregate, nor the consolidated assets and liabilities of the Successor Company and the Predecessor Company, in
the aggregate, will change. As was previously contemplated and disclosed, immediately following completion of the Merger, the Predecessor Company converted into a Delaware limited liability company (the Conversion, together with the
Merger, the Reorganization). Immediately following the Conversion, the Predecessor Company distributed all equity interests in LiveRamp, Inc., a Delaware corporation (LiveRamp) and wholly-owned subsidiary of the Predecessor
Company, to the Successor Company, such that the Predecessor Company and LiveRamp are coequal, wholly owned direct subsidiaries of the Successor Company (the Separation), with LiveRamp holding the LiveRamp identity technology provider
business and the Predecessor Company holding the Acxiom Marketing Solutions business (the AMS Business). As previously contemplated and disclosed, it is intended that the Separation will facilitate the pending sale by the Successor
Company of the AMS Business to The Interpublic Group of Companies, Inc. (the AMS Sale). The foregoing description of the Merger Agreement is qualified in its entirety by such agreement, a copy of which is attached hereto as Exhibit 2.1
and incorporated herein by reference.
By virtue of the Merger, each share of the Predecessor Companys outstanding common stock has
been converted, on a
share-for-share
basis, into a share of common stock of the Successor Company. As a result, each stockholder of the Predecessor Company has become
the owner of an identical number of shares of common stock of the Successor Company. The common stock of the Predecessor Company (or its predecessors) has been publicly traded since 1983.
The Successor Companys common stock will be traded initially under the name Acxiom Holdings, Inc. and will be listed
initially on the NASDAQ Global Select Market (Nasdaq) under the ticker symbol ACXM. Furthermore, the CUSIP number for the Successor Companys common stock will remain the same as the CUSIP number for the Predecessor
Companys common stock. Following the AMS Sale, the Successor Company will rebrand its business under the LiveRamp name and trade under the ticker symbol RAMP on the New York Stock Exchange (NYSE), as further
described in Item 3.01 below.
The conversion of shares of capital stock in the Merger occurred without an exchange of certificates.
Accordingly, certificates formerly representing shares of outstanding common stock of the Predecessor Company are deemed to represent the same number of shares of common stock in the Successor Company. Stockholders do not need to exchange their
share certificates.
The provisions of the certificate of incorporation and bylaws of the Successor Company are the same as those of the
Predecessor Companys prior to the Merger, other than the change of name, and are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. The authorized capital stock of the Successor Company, the
designations, rights, powers and preferences of such capital stock and the qualifications, limitations and restrictions thereof are also the same as the capital stock of the Predecessor Company immediately prior to the Merger. The directors and
executive officers of the Successor Company are the same individuals who were directors and executive officers, respectively, of the Predecessor Company immediately prior to the Merger. The Reorganization will not give rise to any taxable gain or
loss to stockholders, option holders or restricted stock unit holders of the Predecessor Company.
In connection with the Merger, on
September 20, 2018, the Successor Company also entered into a Compensation Plan Agreement (the Compensation Plan Agreement) with the Predecessor Company pursuant to which the Successor Company assumed (including sponsorship of) the
Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation (the 2005 Plan), the LiveRamp, Inc. 2006 Equity Incentive Plan, the Pippio, Inc. 2014 Equity Incentive Plan, the Arbor Equity Compensation Plan, the Solve Media,
Inc. 2009 Stock Plan, the Circulate Equity Compensation Plan, the Amended and