LiveRamp Holdings Announces Supplemental Disclosures for $38.50/share Merger

What Happened

• LiveRamp Holdings, Inc. (RAMP) filed an 8‑K on Aug 10, 2026 to supplement the Definitive Proxy Statement filed July 6, 2026 relating to the May 16, 2026 Merger Agreement under which MMS USA Holdings (Parent) and Covey Merger Sub will acquire LiveRamp for $38.50 per share. The company says three putative stockholder lawsuits (Garfield v. Argyilan; O’Connor v. LiveRamp; Turner v. LiveRamp) and several demand letters challenged disclosures in the proxy. LiveRamp denies the allegations but voluntarily added supplemental disclosure to avoid delay, cost or nuisance and to permit stockholders to vote at the Special Meeting scheduled for August 17, 2026 (virtual).
• The supplements add details on management retention discussions (Publicis expressed interest in retaining key executives; CEO Mr. Howe entered an employment agreement effective upon closing), Evercore’s valuation work (discounted cash flow and comparable/company transaction analyses and analyst price targets), and LiveRamp’s internal standalone projections used by the Board and Evercore.

Key Details

• Merger consideration: $38.50 per share; Merger Agreement signed May 16, 2026; Special Meeting: Aug 17, 2026 (virtual).
• Litigation: three stockholder actions named (Garfield, O’Connor, Turner) and multiple demand letters; company believes claims are without merit but supplemented disclosures.
• Evercore DCF assumptions disclosed: terminal growth 4%–6%, discount rates 13%–15% (mid‑year convention); DCF implied equity value range $33.83–$49.38 per share (versus $38.50 offer).
• LiveRamp standalone projections (calendar basis): 2027 revenue $988M; 2030 revenue $1,426M. Unlevered free cash flow 2027 $114M; 2030 $248M. (Projections are unaudited, prepared for Board/Evercore and noted as not guarantees.)

Why It Matters

• The supplements address stockholder litigation claims about the proxy’s disclosures and add valuation and projection detail that were relied on by the Board’s financial adviser (Evercore). Those additions are intended to reduce the risk that disclosure challenges will delay or block the Aug 17 vote.
• Evercore’s valuation ranges include values both below and above the $38.50 offer price, which is relevant context for shareholders assessing the fairness and attractiveness of the deal.
• The LiveRamp projections show expected revenue and cash‑flow growth on a standalone basis, but the company emphasizes these are internal, unaudited forecasts and not guarantees. Shareholders should review the Definitive Proxy Statement and the supplemental disclosure before voting.