ACXIOM CORPORATION (NASDAQ:ACXM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
See the description set forth under “Item 1.01—Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 1.01.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E 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 March31, 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 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 June29, 2017. These documents are available free of charge as described in the preceding paragraph.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
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ExhibitNo. |
Description |
| 2.1* | Membership Interest Purchase Agreement, dated as of July2, 2018, by and among Acxiom Corporation, The Interpublic Group of Companies, Inc., LiveRamp, Inc., and Acxiom Holdings, Inc. |
| 2.2* | Master Contribution and Assumption Agreement, dated as of July2, 2018, among Acxiom Corporation, LiveRamp, Inc. and Acxiom Holdings, Inc. |
* Certain schedules and exhibits to this agreement have been have been omitted 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.
ACXIOM CORP ExhibitEX-2.1 2 d855347dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Copy MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ACXIOM HOLDINGS,…To view the full exhibit click here
About ACXIOM CORPORATION (NASDAQ:ACXM)
Acxiom Corporation (Acxiom) is a technology and enablement services company. The Company operates through three business segments: Marketing Services, Audience Solutions, and Connectivity. The Company’s Marketing Services segment helps clients to unify data at individual level. The Audience Solutions segment helps clients to validate the accuracy of their people-based data, enhance it with additional insight and keep it up to date, enabling clients to reach desired audiences with relevant messages. The Connectivity segment activates data and makes it portable across the open marketing ecosystem. The Company serves a global client base from locations in the United States, Europe and the Asia-Pacific region. The Company’s client base includes organizations in these regions across industry verticals, including financial, insurance and investment services, automotive, retail, telecommunications, healthcare, travel, entertainment, non-profit and government.