The stock is trading near the $38.50 deal price (closing at $37.68 on July 1, 2026), leaving a narrow ~2.2% spread. Traders should monitor the August 17 vote and regulatory approvals (HSR, CFIUS) for any risk of deal failure. The 66 2/3% supermajority requirement and the potential for appraisal arbitrage could create volatility if institutional opposition emerges.
Price Chart
Executive Summary
LiveRamp Holdings, Inc. filed a definitive proxy statement (DEFM14A) for a special stockholder meeting on August 17, 2026, to vote on the proposed acquisition by Publicis Groupe S.A. for $38.50 per share in cash, a 30% premium to the unaffected stock price. The board unanimously recommends approval, and the deal requires a 66 2/3% supermajority vote of outstanding shares to pass, with appraisal rights available for dissenting stockholders.
Key Financial Metrics
Key Facts
- Publicis Groupe to acquire LiveRamp for $38.50 per share in an all-cash transaction valued at approximately $2.5B equity value.
- The $38.50 per share represents a ~30% premium to the closing price of $29.66 on May 15, 2026, the last trading day before the deal announcement.
- The merger requires approval by holders of at least 66 2/3% of outstanding shares; as of the record date, 60,786,315 shares were outstanding.
- Directors and executive officers beneficially own ~3.08% of outstanding shares and have committed to vote FOR the deal.
- Evercore Group L.L.C. provided a fairness opinion, concluding the merger consideration is fair from a financial point of view to LiveRamp stockholders.
- The deal is expected to close by December 31, 2026, subject to stockholder approval, HSR Act clearance, CFIUS approval, and other non-U.S. antitrust and FDI approvals.
- Stockholders who do not vote in favor and properly demand appraisal are entitled to seek fair value under Delaware law.
- If the merger is terminated under certain circumstances, LiveRamp may be required to pay a termination fee of $32,350,000 to Parent.
Financial Impact
Stockholders to receive $38.50 per share in cash, representing a ~30% premium to the pre-announcement closing price. Total equity value of the transaction is approximately $2.5B.
Risk Factors
- Failure to obtain the required 66 2/3% stockholder approval could scuttle the deal.
- Regulatory delays or conditions from HSR, CFIUS, or non-U.S. antitrust/FDI reviews could delay or block the merger.
- Stockholder appraisal demands could create legal costs and uncertainty.
- A competing acquisition proposal could emerge, though the no-solicitation clause and $32.35M termination fee provide some protection.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-080505 |
| Document: tm264528-7_defm14aseq1.htm | 0001104659-26-080505 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 20, 2026 6w ago | 8-K | $37.58 $37.61 | ▲ +0.08% | ▲ +0.61% | $37.67 (+0.25%) |
Aug 17, 2026 6w ago | 8-K | $37.43 $37.87 | ▲ +1.18% | ▲ +2.92% | $37.67 (+0.65%) |
Aug 10, 2026 7w ago | DEFA14A / 8-K | $37.75 $37.74 | ▼ −0.03% | ▲ +0.89% | $37.67 (−0.20%) |
Jul 22, 2026 10w ago | Press Release | $37.68 $37.65 | ▼ −0.08% | ▼ −3.39% | $37.67 (−0.01%) |
Jul 6, 2026 12w ago | DEFM14A | $37.54 $37.87 | ▲ +0.88% | ▲ +1.44% | $37.67 (+0.36%) |
Jun 24, 2026 14w ago | PREM14A | $37.45 $37.66 | ▲ +0.56% | ▼ −1.37% | $37.67 (+0.60%) |
Jun 4, 2026 17w ago | DEFA14A | $37.42 $37.54 | ▲ +0.32% | ▼ −1.54% | $37.67 (+0.68%) |
Jun 3, 2026 17w ago | DEFA14A | $37.40 $37.73 | ▲ +0.88% | ▲ +1.88% | $37.67 (+0.74%) |
May 18, 2026 19w ago | DEFA14A | $37.77 $37.61 | ▼ −0.42% | ▼ −2.00% | $37.67 (−0.25%) |
May 18, 2026 19w ago | DEFA14A | $37.77 $37.61 | ▼ −0.42% | ▼ −2.00% | $37.67 (−0.25%) |
US Market Status
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