Form 8-K ACXIOM CORP For: Nov 17
Tweet
Share
E-mail
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
November 23, 2016 (November 17, 2016)
Date of Report (Date of earliest event reported)
Acxiom Corporation
(Exact name of Registrant as specified in charter)
| Delaware | 0-13163 | 71-0581897 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
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
Not Applicable
(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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On November 17, 2016, Acxiom Corporation, a Delaware corporation (the “Company”) issued a press release announcing its entry into a merger agreement (the “Arbor Merger Agreement”) with Arbor Technologies, Inc., a Delaware corporation (“Arbor”), and Dojo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Arbor Merger Sub”), as well as its entry into a merger agreement (the “Circulate Merger Agreement”) with Circulate.com, Inc., a Delaware corporation (“Circulate”), and Echo Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Circulate Merger Sub”). A copy of the press release is attached hereto as Exhibit 99.1.
On the terms and subject to the conditions set forth in the Arbor Merger Agreement and subject to the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”), Arbor Merger Sub has been merged with and into Arbor (the “Arbor Merger”) and Arbor will continue as the surviving corporation and become a wholly owned subsidiary of the Company. On the terms and subject to the conditions set forth in the Circulate Merger Agreement and subject to the applicable provisions of the DGCL, Circulate Merger Sub will be merged with and into Circulate (the “Circulate Merger,” and together with the Arbor Merger, the “Mergers”) and Circulate will continue as the surviving corporation and become a wholly owned subsidiary of the Company.
Subject to certain customary adjustments, the aggregate cash purchase price for outstanding shares and vested stock options for the Mergers will equal approximately $140 million in the aggregate, net of cash acquired. The aggregate value of the merger consideration for the Arbor Merger and the Circulate Merger with respect to assumed unvested options and (in the case of the Arbor Merger) the shares of Company common stock, par value $0.10 per share (“Company Common Stock”), subject to the Holdback Arrangements (as described below) is expected to equal approximately $50 million and be reported by the Company as non-cash stock compensation over the applicable vesting periods.
Arbor Merger
On November 21, 2017, the parties closed the Arbor Merger.
Under the terms of the Arbor Merger Agreement, upon consummation of the Arbor Merger, each outstanding share of capital stock of Arbor (excluding (A) cancelled shares, (B) dissenting shares and (C) restricted shares) was cancelled and converted into the right to receive the applicable per share merger consideration (the “Arbor Per Share Consideration”).
Effective upon consummation of the Arbor Merger, Arbor stock options that were vested were cancelled and converted into the right to receive an amount in cash, for each share subject to the vested option, equal to the Arbor Per Share Consideration over the option’s exercise price. Arbor stock options that were unvested and held by certain individuals, including continuing employees, were to be assumed by the Company (the “Assumed Arbor Options”) and will continue to have, and be subject to, substantially the same terms (including vesting) set forth in Arbor’s 2014 Equity Incentive Plan, as amended, and the related option agreements, except that such Assumed Arbor Options will be 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 Arbor Merger.
Certain portions of the merger consideration otherwise payable in respect of shares of restricted Arbor common stock held by certain key employees of Arbor are further subject to holdback by the Company (each a “Holdback Arrangement”) and will vest over thirty (30) months post-closing, subject to the applicable key employee continuing to provide services to the Company through each vesting date and vesting acceleration upon a qualifying termination of employment. Each Holdback Arrangement will be settled in shares of Company Common Stock on each vesting date.
The Arbor Merger Agreement contains customary representations, warranties and covenants of Arbor and the Company as well as certain indemnification provisions, whereby the stockholders and vested optionholders of Arbor will indemnify the Company and its affiliated parties for certain losses suffered in connection with the Arbor Merger. The Arbor Merger Agreement also contains customary closing conditions, including the adoption of the Arbor Merger Agreement and approval of the Arbor Merger by Arbor’s stockholders; all such closing conditions have been satisfied or waived.
Following the closing of the Arbor Merger, the Company intends to grant new awards of restricted stock units to select employees of Arbor to induce them to accept employment with the Company (the “Arbor Inducement Awards”). The Arbor Inducement Awards will have an approximate grant date fair value of $11 million in the aggregate. The Arbor Inducement Awards will vest over three years with 34% of the total vesting on the first anniversary of the closing date of the Arbor Merger and 8.25% vesting each three months thereafter, subject to the employee’s continued service through each vesting date.
Circulate Merger
Under the terms of the Circulate Merger Agreement, upon consummation of the Circulate Merger, each outstanding share of capital stock of Circulate (excluding (A) cancelled shares, and (B) dissenting shares) will be cancelled and converted into the right to receive the applicable per share merger consideration (the “Circulate Per Share Consideration”).
Effective upon consummation of the Circulate Merger, Circulate stock options that are vested will be cancelled and converted into the right to receive an amount in cash, for each share subject to the vested option, equal to the Circulate Per Share Consideration over the option’s exercise price. Circulate stock options that are unvested and held by certain individuals, including continuing employees, will be assumed by the Company (the “Assumed Circulate Options”), and will continue to have, and be subject to, substantially the same terms (including vesting) set forth in Circulate’s 2009 Stock Plan, as amended, and the related option agreements, except that such Assumed Circulate Options will be exercisable for shares of Company Common Stock at an exchange ratio to be determined based on the weighted average closing sale price of one share of Company Common Stock during the twenty consecutive trading days ending on the second trading day before the closing of the Circulate Merger.
The Circulate Merger Agreement contains customary representations, warranties and covenants of Circulate and the Company as well as certain indemnification provisions, whereby the stockholders and vested optionholders of Circulate will indemnify the Company and its affiliated parties for certain losses suffered in connection with the Circulate Merger.
The Circulate Merger Agreement also contains customary closing conditions, including the adoption of the Circulate Merger Agreement and approval of the Circulate Merger by Circulate’s stockholders. The only vote of the Circulate stockholders necessary to approve and adopt the Circulate Merger and the Circulate Merger Agreement is the affirmative vote or written consent of at least (a) at least 50% of the Circulate capital stock, voting together as a single class, on an as-converted to common stock basis, (b) at least 50% of the Circulate preferred stock, voting together as a single class, on an as-converted to common stock basis (such approval, the “Circulate Stockholder Approval”). On November 17, 2016, the Circulate stockholders holding voting power sufficient to effect the Circulate Stockholder Approval adopted the Circulate Merger and approved the Circulate Merger Agreement and accordingly, the Circulate Stockholder Approval has been obtained. However, as a condition to the consummation of the Circulate Merger, Circulate must deliver to the Company evidence that (i) at least 90% of the outstanding shares of Circulate capital stock, voting together as a single class on an as-converted to common stock basis, and (ii) each Circulate stockholder who individual holds at least one and a half percent of the of the outstanding shares of Circulate capital stock, voting together as a single class on an as-converted to common stock basis, in each case, have either (a) executed a written consent adopting the Circulate Merger and approving the Circulate Merger Agreement or (b) waived in writing their appraisal rights in connection with the Circulate Merger. As of the date hereof, such condition to the consummation of the Circulate Merger has not been met.
The parties expect to close the Circulate Merger in the third quarter of fiscal 2017.
Following the closing of the Circulate Merger, the Company intends to grant new awards of restricted stock units to select employees of Circulate to induce them to accept employment with the Company (the “Circulate Inducement Awards”). The Circulate Inducement Awards will have an approximate grant date fair value of $10 million in the aggregate. The Circulate Inducement Awards granted to certain key employees of Circulate will vest over two years with 50% of the total vesting on the first anniversary of the closing date of the Circulate Merger and 12.5% vesting each three months thereafter, subject to the employee’s continued service through each vesting date and vesting acceleration upon a qualifying termination as set forth in the applicable employee’s offer letter with the Company. The Circulate Inducement Awards granted to all other Circulate employees will vest incrementally over four years with 25% of the total vesting on the first anniversary of the closing date of the Circulate Merger and 25% vesting each 12 months thereafter, subject to the employee’s continued service through each vesting date.
Following the closing of the Circulate Merger, the Company will pay cash transaction bonuses to certain Circulate employees to satisfy a compensation arrangement adopted by Circulate prior to the consummation of the Circulate Merger. The value of these transaction bonuses will approximate $2.25 million.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated November 17, 2016, announcing Acxiom Corporation’s entry into the Merger Agreement with Arbor Technologies, Inc. and Dojo Merger Sub, Inc. and its entry into the Merger Agreement with Circulate.com, Inc. and Echo Acquisition Sub, Inc. | |
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.
| Dated: November 23, 2016 | Acxiom Corporation | |||||
| By: | /s/ Jerry C. Jones | |||||
| Name: | Jerry C. Jones | |||||
| Title: | Chief Ethics and Legal Officer & Executive Vice President | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated November 17, 2016, announcing Acxiom Corporation’s entry into the Merger Agreement with Arbor Technologies, Inc. and Dojo Merger Sub, Inc. and its entry into the Merger Agreement with Circulate.com, Inc. and Echo Acquisition Sub, Inc. | |
Exhibit 99.1
November 17, 2016
LiveRamp Announces Acquisition of Arbor and Circulate
Further extends lead in omnichannel identity resolution across online and mobile channels
Doubles network of publisher partners and accelerates expansion of IdentityLink platform
SAN FRANCISCO, Nov. 17, 2016 /PRNewswire/ — LiveRamp™, an Acxiom® company (NASDAQ: ACXM) and leading provider of omnichannel identity resolution, today announced that it has entered into definitive purchase agreements to acquire Arbor and Circulate, two companies at the forefront of helping publishers connect people-based data to the marketing ecosystem, for total cash consideration of approximately $140 million. In addition, the Company will issue $50 million of Acxiom stock awards replacing unvested equity.
The acquisitions increase the scale of LiveRamp’s omnichannel identity graph and network. The combined strength of LiveRamp, Arbor and Circulate enable brands to expand people-based marketing beyond Google and Facebook, while allowing publishers to better support marketer’s people-based initiatives.
“The ability to execute people-based marketing at scale across mobile and online channels is important for us,” said Vitaly Tsivin, Senior Vice President of Business Intelligence at AMC Networks, “and the more consumers we can reach in digital channels the better. We’re excited about this improvement to LiveRamp’s identity resolution platform.”
“This is a huge win for the LiveRamp ecosystem and the biggest set of actions we could have taken to increase the value of our network and thereby deliver more value to our clients and partners,” said Travis May, President and General Manager at LiveRamp. “These acquisitions both increase the deterministic reach we can provide marketers and gives us the ability to help all publishers tap into people-based marketing budgets.”
In their October, 2016 report “The Strategic Role of Identity Resolution,” Forrester Research highlighted this capability as a foundational element of any marketing cloud, noting that it was critical for marketers to recognize consumers in digital channels in order to apply context to marketing. The report notes that, “For customer-obsessed marketers, customer recognition in single channels isn’t enough; identity resolution spans every interaction and provides a broad view of the customer, creating the strategic foundation for cross-channel marketing.”
Arbor and Circulate double LiveRamp’s publisher partnerships to more than 450 and bring strong “mobile-first” technology, international reach, and impressive teams to LiveRamp.
“We saw this as a great opportunity to accelerate adoption and the value we deliver,” said David Yaffe, CEO of Arbor. “With IdentityLink, we’ll be able to empower our publishers with new tools, insights and relationships that build on our current industry-leading monetization platform.”
Ari Jacoby, CEO of Circulate, noted “Our publishers provide a global footprint when it comes to identity-based data. “As part of LiveRamp, we can help them better monetize that data working with marketers who want to reach global audiences, and accelerate LiveRamp’s global expansion.”
“The Arbor and Circulate teams bring a wealth of experience to LiveRamp, and it’s great to have them on board,” added May. “These acquisitions will allow us to both increase the value we provide to marketers—we’re particularly excited Arbor and Circulate are ‘mobile first’ companies that will increase our people-based reach in this key medium—and accelerate our ability to extend our identity resolution platform across the marketing ecosystem with the launch of IdentityLink for publishers early next year.”
Financial Impact
The addition of Arbor and Circulate extends LiveRamp’s leadership in identity resolution and provides meaningful scale to drive growth and value for Acxiom’s shareholders. In fiscal 2017, Arbor and Circulate are expected to contribute approximately $5 million in revenue and be neutral to non-GAAP diluted earnings per share. In addition, Acxiom expects the transactions to be dilutive by $0.11 to GAAP diluted earnings per share due to higher non-cash compensation and estimated purchased intangible asset amortization. In fiscal 2018, Acxiom expects the transactions to be accretive to both EBITDA and non-GAAP diluted earnings per share.
Fiscal 2017 Guidance Update
Acxiom’s non-GAAP guidance excludes the impact of non-cash compensation, estimated purchased intangible asset amortization, restructuring charges and separation and transformation costs.
For fiscal 2017, Acxiom now expects to report:
| • | Revenue in the range of $865 million to $875 million |
| • | GAAP diluted earnings per share of approximately $0.01 |
| • | Non-GAAP diluted earnings per share of approximately $0.60 |
Conference Call
Acxiom will hold a conference call at 2:00 p.m. PT today to further discuss the transaction. The conference call will be webcast live on the Company’s website investors.acxiom.com and will be available for replay. The conference call is also accessible via telephone by dialing 877-710-0217 or 408-427-3845 for international callers and using Conference ID code 20744053.
A slide presentation will be referenced during the call and can be accessed here.
About LiveRamp
LiveRamp offers brands and the companies they work with identity resolution that is integrated throughout the digital ecosystem, and provides the foundation for omnichannel marketing. Our services transform the technology platforms used by our clients into people-based marketing channels that improve the relevancy of marketing, and ultimately allow consumers to better connect with the brands and products they love. LiveRamp is an Acxiom company, delivering privacy- safe solutions to market and honoring the best practices of leading associations including the Digital Advertising Alliance’s (DAA) ICON and App Choices programs. For more information, visit www.liveramp.com.
About Acxiom
Acxiom provides the data foundation for the world’s best marketers. We enable people-based marketing everywhere through a simple, open approach to connecting systems and data that drives seamless customer experiences and higher ROI. A leader in identity and the ethical use of data for more than 45 years, Acxiom helps thousands of clients and partners around the globe work together to create a world where all marketing is relevant. For more information, visit www.acxiom.com.
Forward-Looking Statements
This release may contain forward-looking statements including, without limitation, statements regarding the anticipated reach of the marketing platform, future availability of services and capabilities, timing and benefits and the economic and accounting impacts, timing and benefits associated with the acquisitions of Arbor and Circulate by Acxiom. The following are factors, among others, that could cause actual results to differ materially from these forward-looking statements: the likelihood and timing the transactions will close; the ability to realize the benefits of the transactions at the expected times or at all; the ability of the acquired businesses to retain existing business relationships and key employees; and other risks and uncertainties, including those detailed from time to time in our current and periodic reports filed with the Securities and Exchange Commission, including our current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, particularly the discussion under the caption “Item 1A. RISK FACTORS” in our Annual Report on Form 10-K for the year ended March 31, 2016, which was filed with the Securities and Exchange Commission on May 27, 2016.
With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.
We undertake no obligation to update the information contained in this press release or any other forward-looking statement.
Acxiom
Lauren Dillard, 650-372-2242
Investor Relations
Meggan Powers, 650-455-7532C
Corporate Communications
Logo - http://photos.prnewswire.com/prnh/20161011/427644LOGO
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/liveramp-announces-acquisition-of-arbor-and-circulate-300365476.html
SOURCE LiveRamp
News Provided by Acquire Media
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- NEOS Investments Announces April ETF Suite Distributions
- Trella Health Enhances Marketscape Insights for HME and Infusion Organizations with the Addition of Claim and Patient Counts
- Product Analytics Market size is Hit to USD 65.9 Billion by 2031, Driven by Rising demand of Digital Transformation
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
