UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 1, 2014
Date of Report (Date of earliest event reported)
Acxiom Corporation
(Exact name of Registrant as specified in 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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(I. R. S. Employer
Identification No.)
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601 E. Third St., Little Rock, Arkansas 72201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 501-342-1000
N/A
(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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 1, 2014, Acxiom Corporation, a Delaware corporation (the “Company”), completed its previously announced acquisition of LiveRamp, Inc., a Delaware corporation (“LiveRamp”), pursuant to that certain Merger Agreement (the “Merger Agreement”), dated May 12, 2014, with LiveRamp, Big Sky Sub Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and The Brenner Group, Inc., a Delaware corporation, as stockholder representative.
Pursuant to the Merger Agreement, Merger Sub merged with and into LiveRamp, with LiveRamp surviving the merger and becoming a wholly owned subsidiary of the Company. The Company’s acquisition of LiveRamp was for approximately $278 million in cash and stock options exercisable for approximately 1.49 million shares of Company common stock, par value $0.10 per share (“Company Common Stock”). Such stock options were issued in respect of unvested stock options of LiveRamp held by continuing employees that were assumed by the Company (the “Assumed Company Options”). Such Assumed Company Options continue to have, and are subject to, substantially the same terms (including vesting) set forth in LiveRamp’s 2006 Stock Plan, as amended, and the related option agreements, except that such Assumed Company Options are exercisable for shares of Company Common Stock, at an exchange ratio determined based on the weighted average closing sale price of one share of Company Common Stock during the ten consecutive trading days ending on the second trading day before the closing of the acquisition. The Company will file a registration statement on Form S-8 registering the shares of Company Common Stock issuable upon the exercise of the Assumed Company Options pursuant to the acquisition.
The cash portion of the purchase price was funded through the Company’s cash and cash equivalents.
Item 3.02. Unregistered Sales of Equity Securities
The information contained in Item 2.01 is hereby incorporated into this Item 3.02. In accordance with the Merger Agreement, a portion of the consideration to be delivered to the former equityholders of LiveRamp consists of Assumed Company Options exercisable for shares of Company Common Stock. The shares of Company Common Stock issuable upon the exercise of the Assumed Company Options will be registered on Form S-8 under the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On July 1, 2014, Acxiom Corporation issued a press release announcing the completion of its previously announced acquisition of LiveRamp, Inc. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired.
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The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed.
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(b)
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Pro forma Financial Information.
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The Company intends to file pro forma financial information as required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed.
(d) Exhibits.
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Exhibit No.
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Description
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2.1*
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Merger Agreement, dated May 12, 2014, by and among Acxiom Corporation, Big Sky Sub Acquisition, Inc., LiveRamp, Inc., and The Brenner Group, Inc.
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99.1
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Press Release issued on July 1, 2014
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Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K, filed May 14, 2014.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: July 2, 2014
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Acxiom Corporation
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By: /s/ Jerry C. Jones
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Name: Jerry C. Jones
Title: Chief Ethics and Legal Officer & Executive Vice President
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1*
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Merger Agreement, dated May 12, 2014, by and among Acxiom Corporation, Big Sky Sub Acquisition, Inc., LiveRamp, Inc., and The Brenner Group, Inc.
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99.1
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Press Release issued on July 1, 2014
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Incorporated by reference to exhibit filed with Registrant’s Current Report on Form 8-K, filed May 14, 2014.
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Investor Relations Contact:
Lauren Russi
Acxiom Investor Relations
(650) 372-2242
investor.relations@acxiom.com
Public Relations Contact:
Ines Gutzmer
Acxiom Corporate Communications
(404) 434-0237
ines.gutzmer@acxiom.com
GACXM
EACXM
Acxiom Completes LiveRamp Acquisition
Connects the Entire Marketing Ecosystem
LITTLE ROCK, Arkansas – July 1, 2014 Acxiom® (Nasdaq: ACXM), an enterprise data, analytics and software-as-a-service company, today announced that it has completed its previously announced acquisition of LiveRamp, Inc., a leading service for onboarding customer data into digital marketing applications.
Together, Acxiom and LiveRamp become the industry-leading solution for bringing offline customer data online with better matching, more connectivity and faster onboarding. The combination accelerates Acxiom’s vision of a connected ecosystem that delivers true one-to-one marketing at scale. Acxiom remains committed to maintaining an open and neutral onboarding service for all industry participants.
“With the completion of the LiveRamp acquisition, we are laser focused on increasing the breadth and types of companies we serve and helping to accelerate the success of each and every one of them,” said Acxiom CEO Scott Howe.
“The digital revolution has transformed the marketing landscape, and the ability to easily connect customer data across applications and channels has become a fundamental necessity of today’s marketer,” continued Howe. “Our goal is to be the Switzerland of data. We intend to provide equal access to onboarding services that empower everyone in the ecosystem with better data, insights and results. It all begins with connections.”
Based in San Francisco, California, LiveRamp brings Acxiom a customer base of more than 200 top-tier brands and an expansive partner network with seamless integrations to nearly 100 of the leading marketing technology companies. LiveRamp will maintain its office in San Francisco and Auren Hoffman will continue to lead the LiveRamp team.
About Acxiom
Acxiom is an enterprise data, analytics and software-as-a-service company that uniquely fuses trust, experience and scale to fuel data-driven results. For over 40 years, Acxiom has been an innovator in harnessing the most important sources and uses of data to strengthen connections between people, businesses and their partners. Utilizing a channel and media neutral approach, we leverage cutting-edge, data-oriented products and services to maximize customer value. Every week, Acxiom powers more than a trillion transactions that enable better living for people and better results for our 7,000+ global clients. For more information, please visit www.acxiom.com.
Forward-Looking Statements
This press release may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain “forward-looking statements.” These statements often include words such as “approximate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results may differ materially as a result of various factors, some of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this current report.
Acxiom is a registered trademark of Acxiom Corporation.
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