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Get filing alertsLiveRamp to be acquired by Publicis for $38.50/share cash in deal expected to close by May 2027
Filed May 18, 2026 · Period ending May 15, 2026 · ~1 min read
Key Changes
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Publicis Groupe will acquire LiveRamp for $38.50 per share in all-cash transaction. Board unanimously approved the deal as fair to stockholders. Merger expected to close by May 2027 subject to shareholder vote and regulatory approvals including HSR and CFIUS.
Item 1.01: Merger Agreement verify on EDGAR → -
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All outstanding stock options, RSUs, and PSUs will convert to restricted cash awards based on the $38.50 merger price. Awards include accelerated vesting protection for qualifying terminations within 24 months after closing.
Item 1.01: Equity Awards verify on EDGAR → -
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Either party may owe $32.35 million termination fee under specific circumstances. LiveRamp pays if it accepts a superior proposal; Publicis pays if deal fails due to regulatory approval delays after outside date when other conditions are met.
Item 1.01: Termination Fees verify on EDGAR → -
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LiveRamp reported Q4 and full fiscal year 2026 results but canceled its May 21 earnings call due to the merger announcement. Financial details are in the press release exhibit.
Item 2.02: Results verify on EDGAR → -
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Board approved in retention awards to four executives (including CEO Scott Howe at $500K), payable 30 days post-closing if they remain employed through the transition.
Item 5.02: Retention Awards verify on EDGAR →
Summary
LiveRamp Holdings has agreed to be acquired by Publicis Groupe for $38.50 per share in cash, representing a definitive change of control. The Board unanimously determined the transaction is in stockholders' best interests. Upon closing, expected by May 2027, LiveRamp will become a wholly owned subsidiary of Publicis and its stock will be delisted from the NYSE.
The deal requires stockholder approval and multiple regulatory clearances including antitrust review and CFIUS approval. For retail investors, this is a straightforward cash buyout at a fixed price. The $38.50 offer represents your exit price if the deal closes. All equity awards convert to cash, and there's no stock consideration or earnout structure.
The company canceled its earnings call because management's focus has shifted to completing the transaction rather than discussing quarterly performance. Key item to watch: stockholder vote timing and proxy materials. The company will file a proxy statement detailing the deal rationale, fairness opinion, and any dissenting views. Also monitor for any competing bids during the go-shop period or regulatory challenges that could delay or derail the transaction. The $32.35 million reverse termination fee provides some protection if Publicis walks away due to regulatory issues.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 16, 2026, LiveRamp Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMS USA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Publicis (defined below), Covey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, solely for the purpose of Section 10.14 thereto, Publicis Groupe S.A., a French société anonyme (“Publicis”), pursuant to which, among other things, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Parent.
LiveRamp entered into a definitive merger agreement with Publicis Groupe S.A. (through its subsidiary MMS USA Holdings). Under the agreement, LiveRamp will be acquired and become a wholly owned subsidiary of Publicis. The Board unanimously determined the transaction is fair and in the best interests of stockholders.
Added in current filing · verify on EDGAR →
each share of common stock, par value $0.10 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any (i) Company Common Stock owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the Delaware General Corporation Law (the “DGCL”), (ii) Company Common Stock owned by the Company, Parent or Merger Sub and (iii) Company Common Stock owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company) will be converted into the right to receive $38.50 in cash, without interest (the “Merger Consideration”).
Stockholders will receive $38.50 per share in cash for each share of LiveRamp common stock they own at closing. This is an all-cash transaction with no stock component. Shares held by dissenting stockholders exercising appraisal rights and certain company-owned shares are excluded.
Added in current filing · verify on EDGAR →
Each outstanding option to purchase shares of Company Common Stock (each, a “Company Option”) will be converted into a restricted cash award in an amount equal to (i) the excess of the Merger Consideration over the applicable exercise price per share of such Company Option multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time. The restricted cash award will otherwise be subject to the same terms and conditions as applicable before the Effective Time but will vest in full following certain qualifying terminations of employment that occur prior to the 24-month anniversary of the Effective Time in accordance with the Merger Agreement.
Outstanding stock options, restricted stock awards, RSUs, and PSUs will be converted to restricted cash awards based on the $38.50 merger price. Options will be valued at the spread between $38.50 and the exercise price. PSU awards will be valued at 128%-139% of target for certain fiscal 2025-2026 grants. All awards include accelerated vesting protection for qualifying terminations within 24 months post-closing.
Added in current filing · verify on EDGAR →
The consummation of the Merger is subject to various conditions, including, among others, customary conditions relating to: (i) approval of the Merger and the adoption of the Merger Agreement by the Company’s stockholders (the “Company Stockholder Approval”); (ii) the absence of any law or order making unlawful or restraining, enjoining or otherwise prohibiting consummation of the Merger; (iii) (a) expiration or termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the receipt of certain non-U.S. antitrust and foreign direct investment approvals and (c) the receipt of the CFIUS Approval (as defined in the Merger Agreement); (iv) the absence of any material adverse effect with respect to the Company; and (v) other customary conditions relating to the accuracy of representations and warranties and performance of covenants.
The merger requires stockholder approval, regulatory clearances (including HSR, non-U.S. antitrust, and CFIUS approval), and absence of material adverse effects. The outside date is May 16, 2027, with automatic three-month extension if only regulatory conditions remain unsatisfied. Upon closing, LiveRamp stock will be delisted from NYSE and deregistered.
Added in current filing · verify on EDGAR →
The Merger Agreement also provides that (x) the Company will be required to pay Parent a termination fee of $32,350,000 following or in connection with the termination of the Merger Agreement in certain circumstances, including if the Company terminates the Merger Agreement in order to accept a Superior Proposal as set forth in the Merger Agreement and (y) Parent will be required to pay the Company a termination fee of $32,350,000 following or in connection with the termination of the Merger Agreement in certain circumstances, including if the Company terminates the Merger Agreement as a result of regulatory consents not being obtained on or before the Outside Date or the extension thereof and all other applicable conditions to the closing have been satisfied as of the time of such termination.
Both parties face potential $32,350,000 termination fees under specific circumstances. LiveRamp pays if it terminates to accept a superior proposal. Publicis pays if LiveRamp terminates due to regulatory approval failure after the outside date when all other conditions are satisfied. The agreement includes standard no-shop provisions with fiduciary-out exceptions allowing LiveRamp to consider superior proposals.
Event · Item 2.02 — Results of Operations and Financial Condition
Item 2.02 — Results of Operations and Financial Condition filed; see Key Changes for terms.
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On May 17, 2026, the Company issued a press release announcing the results of its financial performance for its fourth quarter and fiscal year ended March 31, 2026.
LiveRamp disclosed its financial results for the fourth quarter and full fiscal year ended March 31, 2026 via press release. The actual financial metrics are contained in the attached press release (Exhibit 99.1), which is not included in this 8-K body text.
Added in current filing · verify on EDGAR →
Due to the announcement that the Company and Parent have entered into the Merger Agreement, the Company has canceled its conference call to discuss its fiscal 2026 fourth quarter financial results that was scheduled for 1:30 PM PDT on Thursday, May 21, 2026.
LiveRamp canceled its scheduled earnings conference call because the company has entered into a merger agreement. This indicates a pending acquisition or merger transaction that supersedes the normal earnings discussion process. Investors will not have the typical Q&A opportunity with management regarding the quarterly results.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Concurrently with the Merger Agreement, the Board approved the grant of retention awards to each of Scott Howe, Lauren Dillard, Jerry Jones and Vihan Sharma, in the amounts of $500,000, $500,000, $1,000,000 and $500,000, respectively. The retention awards will be payable in cash on the 30th day following the Effective Time (or such earlier date as is determined by Parent), subject to continued employment through such date with the Company or one of its affiliates.
The Board granted cash retention bonuses to four executives in connection with a merger: Scott Howe ($500,000), Lauren Dillard ($500,000), Jerry Jones ($1,000,000), and Vihan Sharma ($500,000). These awards are contingent on the executives remaining employed through 30 days after the merger closes. Such retention awards are common in M&A transactions to ensure key leadership stays through the transition period.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
LiveRamp amended bylaws to designate Delaware courts as exclusive forum for corporate disputes and federal courts for Securities Act claims.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
The Third Amended and Restated Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or, if neither such court has jurisdiction, any other state court located within the State of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting for or based upon a claim of breach of a fiduciary duty owed by any current or former director, officer or employee of the Company to the Company or the Company’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Company or any current or former director, officer or employee of the Company arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Bylaws (in each case, as they may be amended from time to time), (iv) any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine (as defined by or used in case law under the laws of the State of Delaware), or (v) any action asserting an “internal corporate claim” as the term is defined in Section 115 of the DGCL.
The company amended its bylaws to require that most corporate governance disputes, derivative actions, and fiduciary duty claims be litigated exclusively in Delaware state courts. This is a common defensive measure that gives management more control over litigation venue and may limit shareholders' ability to choose their preferred forum for disputes.
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The Third Amended and Restated Bylaws also provide that, unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the sole and exclusive forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time); provided, however, that if such bylaws are, or the application of such bylaw to any person or any circumstance is, illegal, invalid or unenforceable, the Court of Chancery of the State of Delaware shall be the sole and exclusive state court forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time).
The bylaws now designate federal courts as the exclusive forum for Securities Act claims, with Delaware state courts as a fallback if the federal forum provision is deemed invalid. This provision attempts to channel securities litigation into specific venues, though its enforceability has been subject to legal debate.
Added in current filing · verify on EDGAR →
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company is deemed to have notice of and consented to the provisions of the bylaw amendment.
All current and future shareholders are automatically deemed to have consented to these forum selection provisions by virtue of owning shares. This means shareholders cannot later argue they were unaware of or did not agree to these litigation restrictions.
Event · Item 7.01 — Regulation FD Disclosure
LiveRamp announced entry into a merger agreement with Publicis via joint press release on May 17, 2026.
Added in current filing · verify on EDGAR →
On May 17, 2026, Publicis and the Company published a joint press release announcing the entry into the Merger Agreement.
LiveRamp disclosed that it has entered into a merger agreement with Publicis, announced via joint press release on May 17, 2026. The 8-K references the merger agreement and indicates that a proxy statement will be filed with the SEC for shareholder approval. This represents a significant corporate transaction that will require shareholder vote and regulatory approvals.
Added in current filing · verify on EDGAR →
In connection with the proposed transaction, the Company will be filing documents with the Securities and Exchange Commission (the “SEC”), including preliminary and definitive proxy statements relating to the proposed transaction (the “proxy statement”). The definitive proxy statement will be mailed to the Company’s shareholders in connection with the proposed transaction.
The merger transaction requires shareholder approval. LiveRamp will file proxy materials with the SEC and mail them to shareholders for voting. Investors should review these materials when available to understand the transaction terms, valuation, and board recommendations before voting.
Added in current filing · verify on EDGAR →
Many factors could cause actual future events to differ materially from the forward-looking statements in this communication including, but not limited to: (1) failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change, or other circumstance that could give rise to the right of one or multiple of the parties to terminate the definitive agreement between Parent and the Company; (2) the possibility that the transaction does not close when expected or at all because required regulatory, shareholder, or other approvals are not received or satisfied on a timely basis or at all
The filing discloses standard merger-related risks including potential failure to satisfy closing conditions, delays, termination rights, and the possibility that regulatory or shareholder approvals may not be obtained. These are typical transaction uncertainties that could prevent the deal from closing as planned.
Event · Item 9.01 — Financial Statements and Exhibits
LiveRamp entered into a merger agreement with Publicis on May 16, 2026, and amended its bylaws on May 15, 2026.
Added in current filing · verify on EDGAR →
Agreement and Plan of Merger, dated as of May 16, 2026, by and among the Company, Parent and Merger Sub and solely for purposes of Section 10.14 thereto, Publicis.
LiveRamp Holdings entered into a definitive merger agreement dated May 16, 2026, involving the Company, a Parent entity, a Merger Sub entity, and Publicis. This represents a potential acquisition or change of control transaction. The specific terms, consideration, and transaction structure are not disclosed in this 8-K filing itself but would be detailed in the attached merger agreement exhibit.
Added in current filing · verify on EDGAR →
Third Amended and Restated Bylaws, dated May 15, 2026.
The company adopted its Third Amended and Restated Bylaws on May 15, 2026, one day before the merger agreement date. Bylaw amendments in connection with merger transactions often facilitate governance changes required for the deal, such as board composition, voting procedures, or shareholder meeting requirements. The specific changes to the bylaws are not described in this 8-K but would be detailed in the attached exhibit.
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Press Release of the Company, dated May 17, 2026. 99.2 Joint Press Release of Publicis and the Company, dated May 17, 2026.
LiveRamp issued a standalone press release on May 17, 2026, and a joint press release with Publicis on the same date. These press releases likely contain public disclosure of the merger transaction terms, rationale, expected timing, and shareholder consideration. The joint release suggests coordinated public announcement of the deal between both parties.
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