LiveRamp Holdings, Inc. filed a current report on August 10, 2026, providing supplemental disclosures to its definitive proxy statement in connection with its pending acquisition by MMS USA Holdings, Inc., an entity affiliated with Publicis Groupe S.A.

Key Highlights

  • Merger Agreement: LiveRamp entered into an Agreement and Plan of Merger on May 16, 2026, under which Covey Merger Sub, Inc. will merge with and into LiveRamp, leaving LiveRamp as a wholly owned subsidiary of MMS USA Holdings, Inc.
  • Special Meeting: A special meeting of stockholders was scheduled for August 17, 2026, at 11:30 a.m. Pacific Time, to vote on the proposed merger.
  • Three Lawsuits Filed: Three putative stockholder lawsuits were filed following the July 6, 2026 definitive proxy statement, alleging materially false or misleading statements and omissions about merger economics, the merger process, and alleged conflicts of interest.
  • Company Denial: LiveRamp stated it "believes that the allegations contained in the Demand Letters and the Stockholder Actions are without merit" and that its disclosures "comply fully with all applicable law."
  • Management Employment Discussions: Supplemental disclosures detail that Publicis raised management retention as a priority in late December 2025 and delivered proposed employment agreements for certain senior LiveRamp managers on May 9, 2026.
  • CEO Agreement: At the time the Merger Agreement was executed, LiveRamp's Mr. Howe entered into an employment agreement with Publicis, effective and contingent upon completion of the merger; other management employment agreements were not finalized at that time.

LiveRamp Merger Litigation and Voluntary Proxy Supplements

LiveRamp Holdings, Inc. (NYSE: RAMP), a data connectivity company headquartered at 225 Bush Street, Seventeenth Floor, San Francisco, California, filed this current report to address stockholder litigation and provide additional detail surrounding its proposed acquisition. The company disclosed that three lawsuits have been filed by putative stockholders: Garfield v. Argyilan, et al. in the Superior Court of the State of California for the County of San Francisco, O'Connor v. LiveRamp Holdings, Inc., et al. in the New York Supreme Court, New York County, and Turner v. LiveRamp Holdings, Inc., et al. also in the New York Supreme Court, New York County. According to the filing, these actions allege that the definitive proxy statement contains materially false or misleading statements and omissions about the economics of the merger, the process leading to the merger, and alleged conflicts of interest.

The company also reported receiving demand letters from purported stockholders alleging deficiencies in its disclosures. The filing states that LiveRamp is providing supplemental disclosures "solely to avoid the nuisance, risks, costs, and uncertainties inherent in disputes concerning these types of allegations, including the possibility that any such claim could delay or adversely affect the Merger," and not as an admission of any legal merit. The company specifically denied all allegations in the demand letters and the stockholder actions.

The supplemental disclosures address the timeline of management retention discussions between Publicis and LiveRamp. According to the filing, Publicis first raised the importance of retaining certain senior LiveRamp managers in a meeting in late December 2025, and the LiveRamp board was informed and authorized management to continue those discussions. Publicis delivered proposed employment agreements for certain senior managers on May 9, 2026. The filing notes that the board was kept apprised of these discussions on a regular basis throughout the process. The filing also references an amendment to disclosures concerning Evercore Group L.L.C.'s financial analyses, though the supplemental text for that section was not fully reproduced in the filing excerpt.

What Was Disclosed

LiveRamp filed supplemental proxy disclosures on August 10, 2026, describing stockholder lawsuits and demand letters related to its pending merger with MMS USA Holdings, Inc., and providing additional detail on management retention discussions and employment agreements involving Publicis Groupe S.A.